General Conditions of Sale and Delivery

1. General Information:
Any deviations from these Conditions of Sale and Delivery, especially the validity of the Buyer's Conditions of Purchase, require the express acceptance by the Rainbow Containers GmbH (Rainbow Containers). Offers from Rainbow Containers are subject to change without notice. Orders are binding upon Rainbow Containers only if confirmed by Rainbow Containers or complied by effecting delivery. Any verbal ancillary agreements shall apply only if confirmed by Rainbow Containers in writing The use of the purchased objects is subject to the protective rights of third parties.

2. Prices:
Unless otherwise provided in writing, all prices ex warehouse Rainbow Containers are without packaging and exclusive of VAT. For the agreed upon delivery-free shipping, the prices specified by Rainbow Containers at the time of contracting shall be taken as a basis for the applicable shipping costs and additional charges. Therefore, they shall be adjusted to the modified shipping and additional charges and credited or debited to Buyer without Buyer being entitled to withdraw from the Contract.

3. Payment:
Payments shall be effected according to the respective agreed upon terms and/or the terms stipulated in the invoice. If, upon closing we become aware that Purchaser is in an unfavourable financial situation, we are authorized to withdraw from the Contract, subject to charging for the expenses incurred. In the case of late payments, we shall reserve the right to charge interest. We will accept bills of exchange as payment only under the condition that we will be able to discount such bills at the bank. In other case, we reserve the right to demand cash payment when returning the bill of exchange. If a bill of exchange or cheques are protested against Buyer, all of Buyer's obligations to us will become due, including those bills of exchange that were accepted in the past. Buyer shall waive the right of retention from previous or other transactions from a potential current business connection. A set-off of counterclaims is allowed only if such claims are recognised by Seller and are payable or legally binding.

4. Delivery, Period of Delivery, Delay:
The place of loading shall be the place of performance for delivery affected by Seller; delivery shall be at Buyer's risk. Delivery shall be to the agreed upon location; in the case of modified instructions, Buyer shall bear the costs incurred. Delivery free building site or free warehouse means delivery without unloading on the understanding that the road in which delivery is to take place is fit for heavy goods lorries. If the lorry leaves said road at Buyer's instruction, Buyer shall be liable for any damage, including consequential damage. Buyer shall unload the vehicle immediately and properly. Buyer will be billed for waiting periods. The delivery time shall be deemed to be approximate and non-binding. Non-compliance will in no case result in liability for damages or penalties for delay, nor will it entitle Buyer to cancel the Contract. Strikes or unforeseen extraordinary events, such as actions taken at national level, traffic interferences, etc., or in the case of impossibility of performance of contract, shall discharge Seller from its delivery obligation for the period in which the interference occurs. In case of a delay of performance on the part of Seller or impossibility of performance, which is to be justified by Seller, Buyer's damage claims shall be excluded, unless said claims are based on intent or gross negligence on the part of Seller.

5. Receiving Product/Deliveries:
Receiving product and deliveries shall be performed according to Supplier's scheduled date. If no proper delivery is taken for reasons Supplier does not have to justify, the purchase is deemed to have been effected. If buildings or containers are used or moved into before signing the purchase agreement, the purchase is deemed to have been effected without objection. Any retained balances will become due immediately.

6. Warranty:
Buyer shall inspect the product immediately upon delivery and report in writing any defects and imperfections at the latest within one week after delivery. No warranty liability shall apply if the product supplied has been processed or treated by Buyer in an unusual or unsuitable manner. In the case of quality defects, we have the option to credit the decrease in value and/ or in the case of incomplete delivery, we are obligated to effect subsequent delivery. All other claims, irrespective of their legal reason, especially claims for damages, shall be excluded. Warranty claims have a limitation period of six months as of the date of delivery

7. Liability:
Our customer and specialist consulting is a voluntary customer service; it is offered without liability on our part. The consulting does not release Buyer from its own verification of the quantity requirements quoted by us that the product offered by us is suitable for Buyer's intended purposes.

8. Reservation of Title:
The product supplied shall remain Seller's property as a conditional commodity until the purchase price has been paid in full and all claims from the business transaction and future claims relating thereto have been paid off. Placing individual claims into a current account or striking the balance and their acceptance do not cancel the reservation of title. If, in connection with the payment of the purchase price by Buyer, a bill-related liability of Seller is established, the reservation of title does not expire before the payment of the bill by Buyer as drawee. In the case of payment default by Buyer, Seller is authorised to take back the product sold subject to reservation of title following a reminder for payment, and Buyer is obliged to return the product in question. If the product sold subject to reservation of title is processed into new movable property, the processing is effected on behalf of Seller without Seller incurring any obligations, and the new item will become Seller's property. In the case of processing together with a product that is not owned by Seller, Seller shall acquire the joint ownership of the new item in proportion of the value of the product sold subject to reservation of title to the other product at the time of processing. If the product sold subject to reservation of title is not connected, mixed or integrated with the product owned by Seller according to Sections 947, 948 German Civil Code, Seller will become joint owner in accordance with the statutory provisions.
If Buyer, by connecting, mixing or integrating said product gains sole ownership, Buyer already at this point shall assign to Seller the joint ownership of the product sold subject to reservation of title in proportion to value of the other product at time of connecting, mixing or integrating. In these cases, Buyer shall keep in safe custody free of charge Seller's ownership or joint ownership of the item that also is deemed to be a product sold subject to reservation of title within the scope of the following conditions. If the product sold subject to reservation of title is sold by Buyer alone or together with the product not owned by Seller, Buyer already at this point shall assign claims arising from the resale, which are in the amount of the value of the product sold subject to reservation of title, including all ancillary rights and ranking before the remainder; Seller shall accepts the assignment. The value of the product sold subject to reservation of title is Seller's invoice amount plus a security surcharge of 10%, which, however, will not be applied if opposed by the rights of third parties. If the resale of the product sold subject to reservation of title is jointly owned by Seller, the assignment of the claims is shall extend to the amount corresponding to the joint owner's value in the share of Sellers joint ownership. Paragraph 1, sentence 2 applies to the extended obligated of title; the advance assignment according to paragraph 3, sentence 1 and 3 cover the balance demand. Seller is authorised to resell, use or install the product sold subject to reservation of title only in the ordinary course of business and only provided the requirement within the scope of paragraphs 3, 4 and 5 are actually assigned to Seller. Buyer is not authorised in any other way to dispose of the product sold subject to reservation of title, especially by way of pledges or transfer of ownership by way of security deposit. Seller authorises Buyer, subject to revocation, to collect the debts assigned according to paragraphs 3, 4 and 5. Seller shall not invoke its own authorisation to collect debts, so long as Buyer meets with its own payment obligations, including payment obligations to third parties. Upon Seller's request, Buyer shall name all debtors of the assigned debts and notify debtors of the assignment of said debts; Seller is authorised to notify the debtor itself. Buyer shall notify Seller immediately of any compulsory executions of third parties in the product sold subject to reservation of title or in the assigned claims, subject to submission of the documents required for lodging an opposition to the execution. The right to resell, use or install the product sold subject to reservation of title and the authorization to collect assigned claims will be forfeited upon discontinuation of payments or when filing or initiating bankruptcy proceedings, judicial or extra-judicial composition proceedings to avert bankruptcy; in the case of a cheque or bill protest the authorization to collect assigned claims will be forfeited as well. If the value of the product of the securities granted exceeds the claims in question by more than 20%, Seller shall be obligated to retransfer or release the product at Seller's option. Upon payment of all of Seller's claims from the business connection, the ownership in the product sold subject to reservation of title and the assigned claims will be transferred to Buyer.

9. Place of Performance:
Tostedt shall be the place of performance for both parties for all rights and obligations from the Contract.

10. Jurisdictional Venue:
The jurisdictional venue and the place of performance are Tostedt, provided our contracting party is a merchant within the scope of Sections 1 ff. German Commercial Code.