General terms and conditions of the company Megasol Cosmetic GmbH

(hereinafter Megasol) Status: February 2002

1. All offers are non-binding. They are based on the currently valid delivery and payment conditions (GTC) of the company Megasol.

2. Conclusion of contract/content of contract

a) Contracts of sale are only deemed to have been effectively concluded if they have been confirmed in writing by Megasol GmbH (hereinafter Megasol), Föhren plant. After confirmation, the content of the contract is exclusively the contract confirmed in writing and agreed insofar as well as the general terms and conditions of Megasol. All ancillary agreements or other agreements require the express written confirmation of Megasol. The existing written form requirement can only be waived in writing.

b) Conflicting terms and conditions of the customer of Megasol will not be accepted and will only become part of the contract if they are expressly confirmed in writing by Megasol. The general terms and conditions of the Megasol company will thus become a final part of the contract even if the customer objects. An objection to Megasol's General Terms and Conditions after written confirmation of the purchase contract will not be accepted; after Megasol has confirmed the order, Megasol's General Terms and Conditions are therefore irrevocably accepted. The objection by Megasol also includes a contract confirmation that occurs without express objection to the customer's general terms and conditions.

c) The law of the Federal Republic of Germany is exclusively applicable to the entire contractual relationship (from the conclusion of the contract to its execution) to the exclusion of any other sales laws. Only the written content of the contract is valid between the contracting parties. Deviations from the written form requirement can only be made by written agreement.

3. Prices/Payment

All prices apply free loaded ex works or warehouse, unless otherwise agreed in writing between the contracting parties. The prices of the company Megasol valid at the time of the confirmation of the purchase contract apply.
Any discounts or freight reimbursements that have been granted will not apply in the event of in-court or out-of-court settlement proceedings, insolvency proceedings or default in payment. Discount agreements that have been made mean that the invoice amount is credited to Megasol's business account by the end of the discount period at the latest. Accordingly, crossed checks must also be credited to Megasol's business account by the end of the discount period.

4. Delivery times

a) The indication of delivery dates and delivery periods is always non-binding. If the non-binding delivery date is exceeded by more than three weeks, the customer must set a subsequent delivery period of 10 working days before declaring withdrawal from the contract. If Megasol is permanently unable to deliver even after the grace period has expired, the customer is entitled to withdraw from the contract. In this case, any claims for damages by the customer are limited to cases of gross negligence and intent on the part of Megasol.

b) Partial deliveries are permitted within the delivery times specified by Megasol, provided that this does not result in any disadvantages for use.

5. Technical Information

Dimensions, weights and other technical information are based on the given technical specifications and with reference to the known production dimensions/site production dimensions. All technical information does not constitute a guarantee with regard to the properties of the goods.

6. Packaging and Freight, Transport Risk

Unless otherwise agreed in writing, the freight and packaging costs shall be borne by the customer (§ 448 BGB). The transport risk passes to the customer when the goods are handed over by Megasol to the forwarding agent, carrier or other person responsible for carrying out the shipment (§ 447 BGB). This also applies if Megasol takes over the freight costs. A liability of the company Megasol for timely and complete arrival of the goods, for shipping route, shipping method and packaging is excluded - except for cases of gross negligence and intent. Returns of goods are only accepted after prior written agreement and carriage paid. In this case, the customer bears the transport risk until the goods are handed over to Megasol. Changes to the delivery/destination location after the order has been placed only become effective with written confirmation from Megasol.

7. Liability and Defects

a) Complaints and complaints will only be considered if they are asserted in writing to Megasol immediately, ie within 7 days of receipt of the goods. Hidden defects must also be reported in writing within 6 days of their discovery, but at the latest within 6 months of delivery of the goods, so that they can be taken into account.

b) If the concluded purchase contract is a commercial transaction for Megasol and the other contractual partner, §§ 377, 378 HGB apply.

c) Technical tolerances that are customary in the industry and related to the material are reserved.

d) In the event of justified complaints and complaints, Megasol is entitled to replace the quantity of goods complained about with a replacement delivery before the other contractual party exercises the statutory warranty claims. Megasol must notify the other contracting parties of the replacement delivery within 10 days of receipt of the complaint or complaint.

e) Any liability of Megasol for further claims, in particular consequential damages, as well as for lost profits or other financial losses of the other contractual party is limited to cases of intent and gross negligence. The exemption from liability does not apply if Megasol has guaranteed certain properties of the goods in writing for the defined order.

8. Claim for damages by Megasol

In the event that the customer of Megasol is in arrears with the acceptance of the goods specified in the purchase contract or acceptance is definitively refused, Megasol is entitled to withdraw from the contract. If the customer exercises his right of withdrawal, he must pay a lump-sum compensation amounting to 25% of the net contract amount; Megasol reserves the right to prove greater damage. The flat-rate claim for damages is 100% of the net contract amount if a custom-made product has been ordered individually. The customer reserves the right to provide counter-evidence that the damage was less or that it did not occur.
Megasol reserves the right to prove and claim higher actual damage. If the customer withdraws from an order placed without justification, Megasol can demand 25% of the net sales price for the costs incurred through processing the order and for lost profits, without prejudice to the possibility of asserting higher actual damages. The customer retains the right to provide evidence of minor damage.
Megasol is entitled to charge a reminder fee of EUR 5.11 net plus the applicable statutory VAT for each reminder letter following the first reminder.

9. Terms of Payment

a) Invoices are payable net within 30 days of the invoice date.

b) If the amount has not been paid by this point in time, the customer, provided that he is a registered trader, acknowledges that the requirements for default have been met.

c) For payments within 10 days of the invoice date, Megasol grants a 3% discount on the net invoice amount. Payments are only deemed to have been made, regardless of the means of payment, if Megasol can dispose of the amount owed in its favor without loss.

d) If the customer/orderer is in default of payment, Megasol will charge interest on arrears at 2% pa above the discount rate of the Deutsche Bundesbank, plus sales tax in each case. Default interest is to be set higher or lower if Megasol can prove a higher interest rate or the customer/orderer can prove a lower interest rate.

e) The customer can only offset counterclaims if the counterclaim for offsetting is undisputed or there is a legally binding title in this regard. The customer/purchaser is only authorized to exercise the right of retention if the claims expressly recognized in writing by Megasol or not disputed or legally established are based on the same contractual relationship as the claims of Megasol.

f) Bills of exchange will only be accepted following a special written agreement. A bill of exchange is accepted as payment, with all collection and discount charges being calculated.

g) Checks and bills of exchange only count as payment if Megasol can dispose of the amount owed without loss.

h) All payments are used to settle the oldest claim from the business relationship.

i) Megasol reserves the right to refuse to carry out orders that have been submitted until the previous services have been paid for. If the customer is in arrears with a payment due or if there is a significant deterioration in his financial situation, in particular if insolvency proceedings are opened or if the affidavit is submitted, Megasol is entitled to withdraw from a part of a contract that has not yet been fulfilled or for the further ones Deliveries in any case to demand cash payment or the provision of security through a directly enforceable, irrevocable guarantee from a bank recognized as a domestic customs and tax guarantor. In addition, Megasol can demand that the goods be secured. Information from a reputable credit agency or bank also serves as proof that the customer's financial situation has deteriorated significantly.

10. Retention of Title

a) Megasol retains unrestricted ownership of all goods delivered until the customer has settled all claims resulting from the concluded purchase contract.

b) If the customer behaves in breach of contract, in particular in the event of default in payment, we are entitled to take back the goods after a reminder and the customer is obliged to surrender them.

c) The assertion of the retention of title and the pledging of the delivered items by Megasol shall not be deemed a withdrawal from the contract unless the provisions of the Consumer Credit Act apply or this is expressly declared by us in writing.

In the case of use by merchants, a legal entity under public law or a special fund under public law, the following also applies:

d) The customer is entitled to resell the delivery items in the ordinary course of business. However, he already assigns to Megasol all claims in the amount of the purchase price agreed between Megasol and the customer (including value added tax) that accrue to the customer from the resale, regardless of whether the delivery items are resold without or after processing become. The customer is authorized to collect these claims after their assignment. Megasol's authority to collect the claims itself remains unaffected, however, Megasol undertakes not to collect the claims as long as the customer properly meets his payment obligations and is not in default of payment. However, if this is the case, Megasol can demand that the customer disclose the assigned claims and their debtors, provide all the information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.

e) The processing or transformation of the goods by the customer is always carried out for Megasol. If the delivery items are processed with other items not belonging to Megasol, Megasol acquires co-ownership of the new item in proportion to the value of the delivery items to the other processed items at the time of processing.

f) If the delivery items are inseparably mixed with other items that do not belong to Megasol, Megasol acquires co-ownership of the new item in proportion to the value of the delivery items to the other mixed items. The customer keeps the co-ownership for the company Megasol.

g) The customer may neither pledge the delivery items nor assign them as security. In the event of attachments, confiscation or other dispositions by third parties, the customer must inform Megasol immediately and provide Megasol with all information and documents that are necessary to protect their rights. Enforcement officers or third parties are to be informed of the property of Megasol.

11. Suspension of Payments

If the customer/purchaser stops paying Megasol, the goods still available to him are liable for the claim of the latter. Goods not delivered by Megasol are also liable for claims by Megasol, regardless of whether these goods have already been paid for or not, unless the goods still available to the customer are subject to third-party retention of title rights. Before the goods delivered by Megasol have been paid for in full, the latter has the rights contained in § 47 and § 48 of the Insolvency Code to segregation or replacement segregation.
If Megasol takes back goods due to their retention of title clause (see section 10), the customer is obliged to return them free of charge and is liable to Megasol for the reduced value, the costs incurred and for the profits lost by Megasol. Any freight costs incurred resulting from the return of the reserved goods shall be borne exclusively by the customer.

12. Transfer of Rights

The customer's rights from this contract can only be transferred to third parties with the prior written consent of Megasol. The approval must be in writing and must be signed by the managing director of Megasol who has sole power of representation or by two of their authorized signatories. The granted consent to the transfer of rights does not release the customer of Megasol from the payment obligation towards the company.

13. Copyright

Megasol reserves the copyright to all illustrations, drawings and other documents provided or made available by Megasol.

14. Privacy

In accordance with § 26 BDSG, Megasol points out that the business-related data of the customer/orderer is stored within the permissible framework of the data protection law.

15. If Megasol provides consulting services in the form of technical and/or organizational advice, Megasol accepts no liability. Any mistakes made by employees employed by Megasol shall be at their expense if the mistake is due to intent or gross negligence on the part of the employee.

16. Jurisdiction and place of performance

Place of performance for deliveries and payments is Trier.

For all disputes arising from the contractual relationship, if the customer of Megasol is a registered trader, a legal entity under public law or a public special fund, legal action must be taken at the court responsible for the headquarters of Megasol (Föhren) is locally and factually responsible. The above agreement on the place of jurisdiction also applies if the customer of Megasol is a registered trader, a legal entity under public law or a public special fund, for bill of exchange and check claims.
The same place of jurisdiction applies if the customer/purchaser of Megasol does not have a general place of jurisdiction in Germany, moves his domicile or usual place of residence from Germany to another country or his domicile or usual place of residence is not known at the time the action is filed (compare § 38 Paragraph 3 ZPO). If the customer of Megasol is a customer based in a member state of the European Union, the head office of Megasol is the mutual place of jurisdiction in accordance with Article 17 EuGVÜ for disputes arising from the contractual relationship. The law of the Federal Republic of Germany.

17. Supplemental Agreements

If the above general terms and conditions of Megasol are or become invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. The ineffective provision is to be replaced by a valid provision that comes as close as possible to the intended goal of the concluded contract or the corresponding valid statutory provision. Changes and additions to the General Terms and Conditions of Megasol must be in writing. The above written form requirement also applies to the cancellation of the written form agreement.