GENERAL CONDITIONS OF BUSINESS

§ 1 Area of applicability
1.1 These General Terms and Conditions of Purchase ("Conditions of Purchase") shall apply to any and all purchases and orders of MAD Recycling GmbH and the performer ("Supplier"). These conditions of purchase are deemed accepted and an integral part of the contract upon confirmation of the order by the supplier. Any contrary or deviating conditions of the supplier are herewith rejected. They shall only become an integral part of the contract if MAD Recycling GmbH accepts them in writing in individual cases. The conditions of purchase shall also apply if MAD Recycling GmbH accepts the delivery of the supplier without reservations in spite of having knowledge of conditions of the supplier which are contrary to or deviate from the conditions of purchase.
1.2 These conditions of purchase are an integral part of all contracts that MAD Recycling GmbH concludes with their suppliers about deliveries or services offered by them. In their current and any revised version, they shall also apply as framework agreement for all future contracts about the purchase and/or delivery of movable objects with the same supplier without an explicit reference to these General Terms and Conditions of Business being required in each individual case.
1.3 Individual agreements made with the supplier in individual cases shall always prevail over the conditions of purchase. For the content of such agreements, a written contract or the written confirmation of MAD Recycling GmbH is relevant.
1.4 The conditions of purchase are only applicable for entrepreneurs (Section 14 BGB; Bürgerliches Gesetzbuch = German Civil Code), legal enterprises incorporated under public law or special funds under public law in the meaning of Section 310, paragraph 1, sentence 1 BGB.

§ 2 Conclusion of the contract
2.1 The purchase agreement is concluded if a) the supplier accepts this order in writing upon receipt of a written order by MAD Recycling GmbH within five working days ("acceptance") or b) MAD Recycling GmbH accepts this offer in writing within two working days upon receipt of a written offer from the supplier.
2.2 A delayed acceptance is deemed as a new offer and is subject to the written confirmation of MAD Recycling GmbH.
2.3 Offers shall be placed without any costs for MAD Recycling GmbH. Remunerations for visits or the preparation of offers, projects, drafts and for trial deliveries are only possible upon prior written agreement in this respect.
2.4 Offers are binding for the supplier. Offers shall always correspond to the requests of MAD Recycling GmbH. Alternative suggestions are also welcome but any differences with respect to inquiries from MAD Recycling GmbH shall be clearly indicated.
2.5 The relevant order number shall be indicated on all correspondence with MAD Recycling GmbH.

§ 3 Prices, invoice and payment
3.1 The prices stated in the order according to 2.1 a) or the offer according to 2.1 b) are binding. All prices include the statutory VAT and other taxes, if they are not shown separately.
3.2 If no prices are indicated in the order, the supplier's list prices less the price discounts agreed with MAD Recycling GmbH are applicable. The agreement about the place of delivery shall not be affected by the type of pricing.
3.3 Unless otherwise agreed in writing, the price shall include delivery and transport to the delivery address specified by MAD Recycling GmbH including packaging and custom formalities and customs (DDP Incoterms 2010). Should the agreed price be "ex works" (Incoterms 2010), MAD Recycling GmbH shall only bear the most favourable freight costs or MAD Recycling GmbH stipulates the logistic partner.
3.4 Invoices shall be filed together with the delivery or service according to the relevant applicable legal form as single copy. The invoices shall be provided with the specified order number, any price discounts and deductions as well as taxes incurred shall be shown separately. Furthermore, the mode and date of delivery and the gross and net weight with weighing certificates shall be indicated. Copies of invoices shall be clearly marked as such. As far as material test certificates or other documentation is agreed, such certificates or documentation shall form an integral part of the delivery or service and shall be sent to MAD Recycling GmbH together with the invoice.
3.5 Any invoices filed which do not comply with the form specified in 3.4 shall only be deemed received by MAD Recycling GmbH from the time of rectification thereof.
3.6 Payments are effected as agreed in writing between the parties. If no agreement has been made in individual cases, payment is effected upon delivery and receipt of the invoice either within 14 days with 3 % cash discount or within 30 days end of months, strictly net. Effected payments do not constitute an acceptance of the delivery as in accordance with the agreement.
3.7 Any rights of offsetting and retention and the objection of non-fulfilled contract are available to MAD Recycling GmbH to the extent permitted by law. MAD Recycling GmbH is in particular entitled to retain due payments as long as MAD Recycling GmbH has still outstanding claims towards the supplier from incomplete or defective services.
3.8 The supplier shall solely have a right of offsetting or retention in the case of legally determined or uncontested counter-claims.

§ 4 Delivery instructions
4.1 The supplier shall deliver the goods "free domicile" to the delivery address indicated in the order according to 2.1 a) or the offer according to 2.1 b) (DDP Incoterms 2010). In terms of shipment, the relevant transport, packaging and labelling provisions applicable to the mode of transportation shall be complied with, in particular applicable customs and hazard goods provisions. The goods shall be packed in such a way that transport damages are avoided. Packaging materials shall only be used to the extent required for achieving this purpose. Only environmentally friendly packaging materials shall be used. The supplier shall take packaging materials should MAD Recycling GmbH request this.
4.2 If the place of destination is not indicated and nothing to the contrary is agreed, the delivery shall be effected to the registered office of the relevant purchaser, Munich. The relevant place of destination is also the place of performance (obligation to provide).
4.3 The shipping documents must be available completely upon delivery. In particular, each delivery shall be accompanied by a delivery note. The order number and the batch number must be indicated on the dispatch notes, delivery notes, consignment notes, packing lists and the outer packaging. The general cargo and piece weight shall be applied to the loading units in a clearly visible and permanent manner. MAD Recycling GmbH is not obliged to process truckloads before the shipping documents arrive.
4.4 The supplier undertakes to provide MAD Recycling GmbH in due time prior to the delivery with all required product information, in particular in view of the composition and durability of the goods, e. g. security data sheets, processing instructions, labelling requirements, etc. including any changes thereof.
4.5 The risk of accidental loss and accidental deterioration of the goods shall only pass to MAD Recycling GmbH upon handover of the goods to MAD Recycling GmbH at the stipulated delivery address, even if delivery has been agreed on. If an acceptance must be affected, the transfer of risk is relevant in this respect.

§ 5 Delay in delivery
5.1 The times of delivery indicated by the supplier (delivery date and delivery period) shall be binding. Advance deliveries, partial deliveries and deliveries after the agreed delivery date are only admissible with the prior consent of MAD Recycling GmbH. If the delivery period was stated or confirmed as "probably", "approximately", "under usual reserve", "circa" or the like, the time between the stated delivery date and the actual delivery date may be at best 8 calendar days. The unconditional acceptance or payment of a delayed delivery does not constitute a waiver of any rights on grounds of exceeding the times of delivery.
5.2 Once the supplier recognises circumstances putting the timely delivery at risk, he shall be obliged to inform MAD Recycling GmbH immediately in this respect and indicate the grounds and the estimated duration of the delay in writing. In such cases, the supplier shall take all measures required in order to comply with the agreed delivery date or to reduce the delay as much as possible. Upon request, the supplier shall inform MAD Recycling GmbH in writing about the measures taken and to be taken in individual cases.
5.3 In the event of a delay, MAD Recycling GmbH shall have the statutory rights in this respect - in particular the right of withdrawal and damages. The regulations set out in the following shall remain unaffected.
5.4 In case of faulty or incomplete delivery, MAD Recycling GmbH shall be entitled to withhold payment on a pro-rata basis until proper performance without losing any discounts, cash discounts or similar payment benefits. To the extent that payments have already been made for faulty deliveries, MAD Recycling GmbH is entitled to withhold other due payments up to the amount of the payments made.
5.5 If the supplier is in delay, MAD Recycling GmbH can - apart from further statutory claims - require lump sum compensation of the delay damage in the amount of 1 % of the net price per complete calendar week, but not more than a total of 5 % of the net price of the goods delivered too late. MAD Recycling GmbH retains the right to prove that MAD Recycling GmbH has suffered higher damages. The supplier retains the right to prove that MAD Recycling GmbH has not suffered any damages at all or only a considerably lower degree of damages.
5.6 The supplier can only claim that he has not received essential documents that MAD Recycling GmbH was supposed to supply if he did not receive such documents within a reasonable period of time in spite of a written reminder.

§ 6 Transfer of risk
The risk of accidental loss and accidental deterioration of the goods shall only pass to MAD Recycling GmbH upon handover of the goods to MAD Recycling GmbH at the stipulated delivery address, even if delivery has been agreed on. If an acceptance must be carried out, the transfer of risk is relevant in this respect.

§ 7 Transfer of title
7.1 The transfer of the goods to MAD Recycling GmbH must be effected unconditionally and irrespective of the payment of the price. If, however, MAD Recycling GmbH accepts an offer for transfer made by the supplier on condition of the payment of the purchase price in individual cases, the supplier's retention of title shall expire at the latest upon payment of the purchase price of the goods supplied. Even before the payment of the purchase price is effected, MAD Recycling GmbH shall also remain authorised to resell the goods in the ordinary course of business by assignment in advance of the claims in this respect (alternatively application of simple retention of title extended to the resale). This, however, excludes any other forms of retention of title, in particular the extended and transferred retention of title and the retention of title extended to further processing.
7.2 If, due to a contractual agreement, title to the products to be delivered passes to MAD Recycling GmbH when the products are still stored on the supplier's premises, the supplier shall be obliged to mark the property of MAD Recycling GmbH properly, to store it separately and to hold MAD Recycling GmbH harmless against all losses, damages and claims made by third parties.

§ 8 Weights and quantities
8.1 Notwithstanding any further claims, in the event of discrepancies in weight, the weight established by MAD Recycling GmbH upon the inspection of incoming goods shall always prevail. This shall apply analogously to quantities.
8.2 Any underdelivery of the ordered delivery quantity (= minimum amount) in view of the delivery obligation of MAD Recycling GmbH towards its customers is only possible with the explicit consent in this respect.
8.3 Excess quantities are not accepted by MAD Recycling GmbH without written consent. Excess quantities shall be collected from MAD Recycling GmbH within 10 calendar days. On expiry of the delivery period, MAD Recycling GmbH shall be entitled to store the excess quantities at the risk and expense of the supplier (in the case of forwarding agents).

§ 9 Warranty claims and damages
9.1 The rights of MAD Recycling GmbH in case of defects of the goods (in particular incorrect and short delivery as well as improper assembly or faulty assembly instructions, missing operating instructions) and other breaches of duty committed by the supplier are governed by the statutory provisions applicable in this respect unless agreed to the contrary in the following.
9.2 According to the statutory provisions, the supplier shall in particular be liable that the goods have the agreed quality when the risk passes to MAD Recycling GmbH. The product descriptions which, in particular through designation or reference in the order according to 2.1 a) or the offer according to 2.1 b), are the subject matter of the respective contract or which were incorporated into the contract in the same way as these conditions, are regarded as an agreement as to the properties in each case. In this respect, it makes no difference if the product description is from MAD Recycling GmbH or from the supplier.
9.3 By derogation from Section 442, paragraph 1, sentence 2 BGB, MAD Recycling GmbH is also entitled to claims for defects without restriction if the defects were not known to MAD Recycling GmbH upon conclusion of the contract as a result of gross negligence.
9.4 If defective goods are delivered, MAD Recycling GmbH can request subsequent performance - at the election of MAD Recycling GmbH by remedying the defect or by delivery of an article which is free from defects - from the supplier within a reasonable period set by MAD Recycling GmbH.
9.5 The costs incurred for the purpose of testing and subsequent improvement shall be borne by the supplier. This shall in particular also apply if it turns out that there was in fact no defect. The liability to pay damages in case of unjustified requests to remedy damages shall remain unaffected. In this respect, however, MAD Recycling GmbH shall only be liable if MAD Recycling GmbH has recognized or not recognised in a grossly negligent manner that no claim was existent.
9.6 Should the Supplier negligently fail to honour his obligation to subsequent performance within a reasonable period set by MAD Recycling GmbH, MAD Recycling GmbH shall be entitled remedy the defect themselves and demand reimbursement of the costs required to do this or an appropriate advance payment from the supplier.
9.7 If the subsequent performance has failed or is unreasonable for MAD Recycling GmbH, no time limit shall be set. The supplier shall be informed immediately.
9.8 The commercial obligation of examination and notification of defects shall be governed by the statutory provisions (Sections 377, 381, paragraph 2 HGB [Handelsgesetzbuch = German Commercial Code]) with the following proviso: Deviations in quality and quantity are reported in due time if MAD Recycling GmbH informs the supplier about the deviations within two weeks upon receipt of the goods. Hidden defects are reported in due time if the notification to the supplier is effected within two weeks upon detection thereof. This shall not apply in the event of obvious defects. In such cases, the statutory provisions shall apply.
9.9 MAD Recycling GmbH does not waive any warranty claims by accepting or approving of samples or test products.
9.10 Moreover, in the case of delivery of defective goods, MAD Recycling GmbH shall be entitled to reduce the purpose price or to withdraw from the contract according to the statutory provisions applicable in this respect. Furthermore, MAD Recycling GmbH is entitled to compensation for damages and expenses according to the statutory provisions applicable in this respect. Acceptance of delivery shall not be deemed as acknowledgement that the goods are free from defects. The same shall apply to payments.
9.11 Upon receipt of the notification of defects by the supplier, the limitation of warranty claims is suspended. In the case of replacement deliveries or the rectification of defects, the warranty period for replaced and repaired parts shall start anew unless MAD Recycling GmbH had to assume from the behaviour of the supplier did not consider himself obliged to perform these measures and only performed the replacement delivery or defect corrections as a gesture of good will or for similar reasons.

§ 10 Supplier's redress
10.1 The legally determined rights of recourse of MAD Recycling GmbH within a supply chain (supplier's redress according to Sections 478, 479 BGB) are available to MAD Recycling GmbH without restrictions apart from the warranty claims. MAD Recycling GmbH shall be in particular entitled to require precisely the kind of subsequent performance or replacement delivery) that MAD Recycling GmbH owes to its customers in the individual case. This shall not limit the statutory right to choose of MAD Recycling GmbH (Section 439, paragraph 1, BGB).
10.2 Prior to recognising or fulfilling any claims for defects (including reimbursement of expenses according to Sections 478, paragraph 3, 439, paragraph 2 BGB) asserted by its customers, MAD Recycling GmbH shall notify the supplier and ask for a written statement, giving a brief account of the facts. If the statement is not made within an appropriate period and if no amicable solution is reached, the claim for defects effectively granted by MAD Recycling GmbH is deemed owed to the respective customer; in this case, the supplier is responsible for the provision of evidence to the contrary.
10.3 The claims of MAD Recycling GmbH for supplier recourse shall also apply if the goods have been further processed by MAD Recycling GmbH or a customer of MAD Recycling GmbH before being sold to a consumer, e. g. by means of incorporation into another product.

§ 11 Product liability
11.1 The supplier is responsible for all claims made by third parties on the grounds of personnel or material defects, which can be traced back to a defective product delivered by the supplier and shall be obliged to exempt MAD Recycling GmbH from any liability incurring in this respect. If MAD Recycling GmbH is obliged to initiate a product recall affecting third parties due to defects in one of the products delivered by the supplier, the supplier shall bear all costs caused by the recall. As far as possible and reasonable, MAD Recycling GmbH shall inform the supplier about the content and scope of the product recall and give the supplier the opportunity to comment. Further statutory claims shall remain unaffected.
11.2 The supplier shall be obliged to to maintain product liability insurance at its own expense, with coverage of at least EUR 5 million which - unless agreed otherwise in individual cases, does not have to cover the recall risk or punitive or similar damages. Upon request, the supplier shall send a copy of the liability policy to MAD Recycling GmbH at any time.

§ 12 Quality assurance
The supplier shall be obliged to use a suitable quality management system for the performance of the contractual services and to provide evidence in this respect upon request of MAD Recycling GmbH. MAD Recycling GmbH shall be entitled to convince itself of the quality capability of the supplier by means of system, process and/or product audits.

§ 13 Limitation
13.1 The reciprocal claims shall become time-barred according to the statutory provisions, unless stipulated otherwise in the following.
13.2 By derogation from Section 438, paragraph 1, no. 3 BGB, the general limitation period for claims for defects is 3 years upon transfer of risk. If an acceptance is agreed, the limitation period shall commence upon acceptance. The limitation period of 3 years shall apply mutatis mutandis to claims on grounds of legal defects, whereby the statutory limitation period for third-party claims for return (Section 438, paragraph 1, no. 1 BGB) shall remain unaffected. Furthermore, claims on grounds of legal defects do not become time-barred in any cases as long as the third party can still assert the right - in particular on grounds of limitation - against MAD Recycling GmbH.
13.3 The limitation periods of sales law, including the aforementioned extension, shall apply to all contractual claims for defects to the extent permitted by law. To the extent to which MAD Recycling GmbH is also entitled to non-contractual claims for damages because of a defect, the regular statutory limitation period shall apply in this respect (Sections 195, 199 BGB), unless, in the individual case, the application of the limitation periods of sales law results in a longer period of limitation.

§ 14 Subcontractors
The engagement of subcontractors is subject to the prior written consent of MAD Recycling GmbH. The supplier shall subject the subcontractors to all obligations assumed by the supplier vis-à-vis MAD Recycling GmbH and to ensure compliance thereof. In particular, the subcontractors shall be obliged to confidentiality according to Section 16.

§ 15 Assignment
The supplier shall not be entitled to assign his claims from the contractual relationships to third parties. This shall not apply in cases of monetary debts.

§ 16 Confidentiality and advertisement
16.1 The supplier undertakes to keep confidential all information, knowledge and documents, e. g. technical and other data, measured values, technology, business experience, business secrets, know-how, compositions and other documentation ("information") received from MAD Recycling GmbH or disclosed in any other way by the domain of MAD Recycling GmbH, not to make them accessible to third parties and to only use them for the purpose of handling the relevant contract. Employees and staff members entrusted with the implementation of MAD Recycling GmbH by the supplier must be obliged in terms of confidentiality by the supplier and shall in particular be instructed in view of Section 17 and 18 UWG [Umwandlungsgesetz = German Transformation Act].
16.2 Should MAD Recycling GmbH or the supplier become aware that any information to be treated confidential has come into the possession of an unauthorised third party or that a confidential document has gotten lost, the respective other party to the contract shall be immediately informed of this. The secrecy obligation shall also remain in force upon implementation of the relevant contract. It shall not expire unless and insofar as the production know-how contained in the provided documents has become part of the public domain.
16.3 The supplier undertakes to immediately return all physically provided information like documents, samples, test products etc. to MAD Recycling GmbH upon request of MAD Recycling GmbH without retaining any copies or recordings. MAD Recycling GmbH shall have full title and all industrial property rights to the information stated in item 16.1.
16.4 The supplier shall not be entitled to refer to the existing, emerging or former business relation with MAD Recycling GmbH in any information or advertising material without the prior, explicit and written consent of MAD Recycling GmbH.

§ 17 Technical documentation and production means of MAD Recycling GmbH
17.1 MAD Recycling GmbH reserves the title or copyright in all orders and purchase orders issued to MAD Recycling GmbH and all drawings, illustrations, calculations, descriptions and other documents provided to the supplier. The supplier shall not be entitled to make them accessible to third parties, use the or have them used by third parties or reproduce them without the explicit consent of MAD Recycling GmbH. The supplier shall return these documents completely to MAD Recycling GmbH upon request of MAD Recycling GmbH if they are no longer required by the supplier in the ordinary course of business or if the negotiations do not lead to the conclusion of a contract. All copies made thereof shall be destroyed by the supplier in this case except for any retention within the framework of statutory retention obligations and the storage of data as a back up as part of usual data storage practice.
17.2 Tools, equipment and models provided to the supplier by MAD Recycling GmbH or which are produced for contractual purposes and separately charged to MAD Recycling GmbH by the supplier shall remain the property of MAD Recycling GmbH or shall pass to the ownership of MAD Recycling GmbH. They shall be labelled as property of MAD Recycling GmbH by the supplier, stored carefully, secured against damage of any kind and only used for the purposes of the contract. The costs of maintenance and repair thereof shall be borne by the contractual partners in equal share unless agreed otherwise. As far as these costs, however, are due to defect of such objects produced by the supplier or the improper use on the part of the supplier, his staff members or other vicarious agents, they shall be borne by the supplier alone. The supplier shall inform MAD Recycling GmbH immediately about all not only insignificant damages to these objects. Upon request of MAD Recycling GmbH, the supplier shall be obliged to return the objects in an appropriate condition to MAD Recycling GmbH if they are no longer needed by the supplier for performance of the contracts concluded with MAD Recycling GmbH.
17.3 Documents provided by MAD Recycling GmbH shall be examined by the supplier prior to commencement of production for completeness, their internal dimension-related accuracy and functionality for the intended purpose. All measures and information shall be verified during construction. If corrections turn out to be necessary, MAD Recycling GmbH shall make such corrections immediately and provide the supplier with the new documents.
17.4 Any drawings, documents etc. which might be missing, shall be immediately requested from MAD Recycling GmbH in writing.
17.5 Any kinds of documents required by MAD Recycling GmbH for the planning, use, mounting, processing, storage, operation servicing (inspection, maintenance, repair) of the delivered object shall be provided to MAD Recycling GmbH by the supplier in due time, completely, free of charge and without being asked to do so. For mounting parts which can be provided according to lists or catalogues, the documents delivered by the supplier are deemed sufficient as far as MAD Recycling GmbH requires them for the repair and / or new procurement. These documents must be rendered in the German language.
17.6 Any and all drawings shall be discussed with MAD Recycling GmbH and provided with a visible mark of their endorsement prior to the beginning of the workshop activities.
17.7 Due to the endorsement on drawings, calculations and other technical documents, the guarantee and warranty obligations of the supplier in view of the object of delivery shall neither be limited nor be revoked. This shall also apply to suggestions and recommendations made by MAD Recycling GmbH unless explicitly provided for to the contrary. In the case of deviations between the execution and the production documents provided with a visible mark of their endorsement by MAD Recycling GmbH, the supplier shall bear all costs incurred to MAD Recycling GmbH or any third parties in this respect. This shall also include costs for follow-up examinations, expert reports, additional calculations, follow-up work, replacement deliveries etc.
17.8 These regulations shall apply mutatis mutandis to the know how made accessible to the supplier.

§ 18 Environmental protection, security data sheet, REACH-Regulation
18.1 When rendering the contractual services, the supplier shall strictly comply with statutory and official environmental protection provisions.
18.2 No ozone depleting substances, e. g. CFCs, carbon tetrachlorides, ethane trichlorides may be used for the production of the goods and packaging to be delivered to MAD Recycling GmbH.
18.3 For any materials (substances and preparations) and items (such as goods, parts, technical equipment, uncleaned or contaminated items in storage) which due to their nature, their properties or their condition might present a hazard for human life and health, for the environment and for things and which therefore, according to the applicable regulations, require special treatment in terms of packaging, transportation, storage, handling, and waste disposal, the supplier shall submit to MAD Recycling GmbH, along with the offer, a completed safety data sheet according to Section 14 German Ordinance on Hazardous Substances and an applicable accident instruction sheet (transportation).
18.4 In the case of amendments of the materials or the legal situation, the supplier shall immediately submit updated data and instruction sheets to MAD Recycling GmbH.
18.5 The supplier shall comply with the requirements of the REACH (Registration, Evaluation and Authorisation of Chemical Substances) Regulation in its current and any revised version in order to guarantee proper and constant quality of the contractual products.

§ 19 Industrial property rights
19.1 The supplier shall guarantee that, due products delivered by him, no industrial property rights of third parties are violated in countries of the European Union or other countries in which he manufactures the products or has them manufactured.
19.2 MAD Recycling GmbH and the supplier shall immediately inform one another in writing if any claims are asserted against the supplier or MAD Recycling GmbH on grounds of violation of industrial property rights relevant to the contract.
19.3 The supplier is obliged to release MAD Recycling GmbH from all claims asserted by third parties against MAD Recycling GmbH on grounds of the violation of industrial property rights specified in item 19.1 and to reimburse MAD Recycling GmbH for all required expenses in connection with these claims. This entitlement is not given to the extent to which the supplier provides evidence that he is neither responsible for the violation of the industrial property rights nor that he should have been informed about such violation at the time of delivery, acting with the diligence of a prudent businessman.
19.4 If the contractual use of the object is impaired by industrial property rights of third parties, the supplier shall, without prejudice to its other contractual and statutory obligations, be obliged to obtain at its own expense from the person holding the right of disposal concerning the industrial property right, the right that the object of delivery can be used by MAD Recycling GmbH according to the contract without limitations and additional costs for MAD Recycling GmbH. The supplier shall also be entitled to modify the parts of the delivery/service that are relevant with regard to the industrial property rights in such a way that they do no longer fall under the scope of protection, but nonetheless comply with the contractual provisions between the supplier and MAD Recycling GmbH.
19.5 Further statutory claims of MAD Recycling GmbH on grounds of legal defects of the products delivered to MAD Recycling GmbH shall remain unaffected.

§ 20 Trademarks and commercial designations of MAD Recycling GmbH
20.1 The supplier shall not be entitled to use the trademarks, business designations and industrial property rights of MAD Recycling GmbH for his own benefit or for the benefit of third parties. The supplier shall not be entitled to use them either individually or in connection with his own trademarks or business designations without the prior written consent of MAD Recycling GmbH.
20.2 If MAD Recycling GmbH gives the consent in this respect, the supplier shall strictly comply with the guidelines in view of size, positioning and layout of the trademarks and business designations of MAD Recycling GmbH.
20.3 Products which are not included in the standard product line of the supplier and which were manufactured by the supplier due the instructions or based on drawings or technical specifications of MAD Recycling GmbH may not be offered, sold or delivered to third parties without the prior written consent of MAD Recycling GmbH.
20.4 Products from the standard program of the supplier many not be offered, sold or delivered to third parties by the supplier or marketed otherwise if trademarks or business designations of MAD Recycling GmbH are still identifiable on the product. The same shall apply if third parties can assume that the relevant product has been marketed by MAD Recycling GmbH.

§ 21 Data protection
21.1 Both contractual partners undertake to take utmost care in view of the data exchange within the framework of their cooperation and the data procession and to apply the best possible protective measures in order to warrant comprehensive data security.
21.2 According to Section 33, paragraph 1 German Federal Data Protection Act, the supplier is informed that MAD Recycling GmbH stores the supplier data in machine-readable form and processes these data within the framework of the purpose of the contractual relationship with the supplier and processes the data for marketing purposes.

§ 22 Extraordinary withdrawal, extraordinary termination
22.1 In view of purchases and orders, MAD Recycling GmbH shall have an extraordinary right of withdrawal and, in the case of the conclusion of a framework agreement, an extraordinary right of termination if
a) the supplier repeatedly fails to comply with his due delivery obligations; or
b) a considerable deterioration of the asset situation of the supplier has occurred; or
c) insolvency proceedings are instituted with respect to the supplier's assets or if the opening of insolvency proceedings is rejected on the grounds of a lack of assets.

§ 23 Further provisions
23.1 German is the contractual language. Any and all correspondence and all other papers and documents shall be rendered in the German language. This shall also apply to the remaining documentation, e. g. performance and warranty bonds. By derogation from this provision, MAD Recycling GmbH shall also be entitled to require all documents and the relevant communication in the English language.
23.2 If the contracting partners also use any other language apart from the German language, the German wording shall prevail.
23.3 Should one or several provisions of these terms of purchase be invalid, this shall not affect the validity of the remaining provisions. MAD Recycling GmbH and the supplier agree in advance that a valid provision coming as close as possible to the meaning and purpose of the invalid provision shall be deemed agreed instead of the invalid provision. For the interpretation of commercial clauses, the Incoterms 2010 shall first of all apply.
23.4 The laws of the Federal Republic of Germany shall apply to all legal relations between MAD Recycling GmbH and the supplier to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
23.5 To the extent permitted by law, Munich. shall be the exclusive place of jurisdiction for all disputes arising out of this contractual relationship. MAD Recycling GmbH, however, shall also be entitled to sue the supplier in any other place of jurisdiction.

Version 06.08.2013