As of 1 January 2014

General terms of purchase for the buying of raw materials, scraps, recyclables, declassified steel products, wastes and similar materials (“GTP Raw Materials”) of RHS Rohstoff Handel GmbH, Stuttgart (“RHS”) 

A. General provisions 

I. Applicability 

1. The general terms of purchase for the buying of raw materials, scraps, recyclables, declassified steel products, wastes and similar materials (“GTP Raw Materials”) of RHS Rohstoff Handel GmbH (“RHS”) below apply exclusively for the buying of raw materials, scraps, recyclables, declassified steel products, wastes and similar materials. Supplier terms that conflict with or diverge from these GTP Raw Materials only become a component of any contract if RHS has explicitly agreed to this in writing. These GTP Raw Materials also apply even if RHS is aware of supplier terms that conflict with or diverge from these GTP Raw Materials and nevertheless executes delivery or renders a service to the supplier without reservation. 

2. These GTP Raw Materials only apply to companies in the sense of § 14 of the German Civil Code (BGB) and to legal entities under public law and special public funds. 

3. These GTP Raw Materials apply for the complete future business relationship with the supplier and replace any contrary, earlier general terms of business or general terms of purchase of RHS. 

4. Any individual agreements reached with the supplier from case to case (including side agreements, additions and changes) have priority over these GTP Raw Materials. The content of such agreements must be set forth in a written contract or in written confirmation from RHS. 

II. Conclusion of contract and terms of payment 

1. Offers from the supplier are only deemed accepted with an explicit declaration by RHS to this effect. 

2. The prices shown in the order or in the purchase contract are binding and apply, if not agreed otherwise, for delivery “free place of delivery”. 

3. Invoicing by the supplier or issuing of credit notes by RHS shall be effected on the basis of the weight received and the estimation of quality by RHS or an authorised third party on acceptance of the goods. 

4. Incoming deliveries are settled fundamentally by RHS by way of credit notes taking any rejection and other costs into consideration. 

5. In the case of invoicing by the supplier the invoices must correspond to the legal requirements. 

6. All documents (e.g. weighing slip, acceptance report, etc.) needed to check contractual fulfilment of delivery must be attached to the invoice. 

7. Deliveries effected before the agreed delivery dates or delivery periods do not change the payment dates connected to the originally agreed delivery dates or delivery periods. 

8. Payments are effected, unless agreed otherwise, on the 30th or last day of the month following delivery. 

9. The statutory value added tax is to be shown in the respective statutory rate separately in the invoice or credit note. Exceptions from the obligation to show the value added tax separately are only possible if the supplier can produce explicit proof that it is not a company. The supplier indemnifies RHS from all claims by third parties asserted against RHS due to false particulars on its capacity as a company. 

10. When accounting by way of credit notes the supplier is obligated to prove its capacity as company with the right to input tax deduction to RHS by prior presentation of suitable certification from the revenue office. Subsequent certification is to be presented annually. 

III. Data privacy 

The supplier is agreed that RHS shall collect person-related data by way of presentation of identification documents for the purposes of invoicing or issuing of credit notes and in the case of cash payments and store same in accordance with the provisions of the German Federal Data Protection Act. 

B. Execution of delivery 

I. Delivery periods, delivery dates 

1. The agreed delivery dates and periods are binding. 

2. The supplier is obligated to inform RHS immediately in writing when circumstances arise or become foreseeable that can result in the agreed dates and periods not being met. 

3. The supplier is to inform RHS immediately in writing of any delay in delivery by its suppliers or subcontractors. Such a case does not justify failure to meet a delivery date or period. 

4. In the event of default of delivery RHS is entitled to the statutory rights. In particular RHS is entitled, after fruitless expiry of a reasonable period of grace, to demand compensation instead of performance and to withdraw from the contract. The supplier is responsible for a fault of its proxies and its vicarious agents as for its own fault. 

5. The supplier must accept suspension against it. Suspensions can be declared by RHS in writing, telephonically or some other suitable way (e.g. by email). 

6. If RHS is in cases of force majeure, strikes or lockout prevented completely in performing its contractual obligations or same is complicated significantly, RHS may cancel the contract in whole or in part or demand execution at a later point in time without the supplier deriving any claims whatsoever against RHS from this. 

II. Execution of delivery 

1. If no other agreement has been reached, RHS shall determine the place of delivery (place of performance). If RHS does not explicitly name a place of delivery, the place of performance is the registered place of business of RHS. The supplier is to have receipt by RHS confirmed in writing. 

2. If weighing is necessary, the weight determined on the calibrated scales at the place of delivery shall prevail. 

3. The goods are to be delivered in the form customary in the trade. Legal regulations, especially concerning industrial health and safety and environmental protection, must be complied with. The delivery must correspond to generally accepted technical practice. Several sorts may not be mixed together. 

4. Retention of title in favour of the supplier or a third party is precluded. The supplier is obligated to hand over and assign the goods to RHS free of the rights of third parties and the own rights of the supplier. 

5. The declaration of deliveries in waybills, delivery notes, bills of lading and other delivery papers must be complete and correspond to the respectively valid regulations. Costs and losses due to incorrect, incomplete and/or omitted declaration shall be borne by the supplier. The supplier indemnifies RHS from claims of third parties asserted against RHS due to incorrect, incomplete and/or omitted declaration. 

6. If the supplier makes declarations on the origin of the goods, it is obligated to enable the responsible authorities to check the proof of origin as well as to provide the necessary information and to produce any necessary certifications in this respect. If the declared origin is not accepted by the responsible authorities due to deficient certification or lack of the possibility to check the origin, the supplier is obligated to compensate RHS for the loss arising as a result and to indemnify RHS from any claims of third parties. 

7. The transportation and importation of the goods ordered by RHS must be effected in accordance with the respectively valid legal regulations, in particular the GGVSE (German regulations on the carriage of dangerous goods by road and rail) and customs regulations. If the supplier does not fulfil this obligation, RHS is entitled to take the necessary measures at the expense of the supplier, also where transportation on the premises of RHS or the place of delivery is concerned. 

8. Persons who work on the premises of RHS to fulfil the obligations of the supplier must follow the instructions of RHS and the provisions in the work regulations of RHS as well as the accident prevention, industrial health and safety, environmental protection and other regulations applicable at RHS. Hazardous substances may only be used on the premises of RHS after arrangement with RHS and must be marked properly. 

9. Several sorts may not be mixed together. 

III. Despatch, packaging and passage of risk 

1. All shipping costs (e.g. packaging, transport, insurance, customs duties and other charges) shall be borne by the supplier. 

2. The supplier shall bear the risk of shipment up to delivery of the goods to RHS or to a third party named by RHS at the place of delivery. 

IV. Claims for defects 

1. RHS or the authorised third party is obligated to inspect the delivered goods for defects within a reasonable period. RHS or the authorised third party is only obligated to conduct random inspections. If defects are found, the claim is in any event timely if the supplier receives it within a period of 10 workdays (excluding Saturdays) of delivery to the place of delivery or in the case of hidden defects of detection by RHS - or RHS's customer. In this case the supplier waives the plea of late notification of defects. 

2. RHS is entitled to the statutory claims for defects and warranty claims in full; in any event RHS is entitled to demand at its discretion elimination of the defects (improvement) or delivery of goods free of defects from the supplier. The right to compensation instead of performance remains unaffected by this. 

3. RHS is entitled, at the expense of the supplier, to eliminate the defects itself or to have same eliminated by a third party if there is imminent danger or particular urgency exists. 

4. If not agreed otherwise, the limitation period for claims for defects is 36 months, commencing from the date of delivery of the goods. 

5. The costs incurred by RHS from quality-related claims or claims for other reasons shall be charged to the supplier as refusal costs; the supplier shall further bear in particular the demurrage arising from the claim. 

6. Should explosive devices, suspected explosive objects, closed hollow bodies or contamination by radioactivity be found in the delivered goods, all costs, in particular those for inspection, sorting, securing, storage, additional transport costs, handling, disposal, possible fines and other consequential costs, shall be borne by the supplier. The supplier is moreover liable for any resultant damage to property or injuries to people. If legally permitted, the supplier is obligated to take back the contaminated substances. RHS may further charge the supplier a reward for finding the substances. The supplier indemnifies RHS from the claims of third parties asserted due to the contamination delivered by the supplier. 

V. Cologne Agreement, freeness of radioactivity and ionising radiation 

1. The supplier declares with delivery of the goods that the goods in all deliveries were checked for the presence of explosive devices, suspected explosive objects, closed hollow bodies and radioactive substances. Based on this check, it guarantees that the delivered material is free of explosive devices, suspected explosive objects, closed hollow bodies and radioactive substances as well as other substances harmful to the environment and health as well as that it is free of ionising radiation extending beyond the level of natural intrinsic radiation. RHS is entitled to refuse to accept deliveries in which the above-mentioned contamination or radiation levels are found and to inform the responsible authorities and the supplier. 

2. The supplier is to submit written certification with the following contents to RHS on commencing deliveries to RHS and at the beginning of each calendar year: 

“For shipments ex our own stores we certify that we will only deliver scrap that has been checked by us beforehand with our own measuring instruments to ensure it is free of ionising radiation. We can therefore declare to the best of our knowledge and belief in advance for every delivery effected in the course of the year that the scrap is, due to the aforementioned check, free of ionising radiation lying above the level of the ambient background radiation measured. 

For shipments by subcontractors (direct sales business) we declare that we have informed our subcontractors of the obligation to check the scrap that is to be delivered by them carefully to ensure it is free of ionising radiation lying above the level of the ambient background radiation measured. Our suppliers have assured us that they will check the scrap that is to be delivered carefully with their own measuring instruments and that they, due to this check, can declare to the best of their knowledge and belief that the scrap that is to be delivered is free of ionising radiation lying above the level of the ambient background radiation measured. 

For steel scrap deliveries from direct imports by ship, waggon or truck we declare that the contract from which the imports stem will contain the explicit assurance that the steel scrap that is to be delivered will, due to a check with own measuring instruments, be free of ionising radiation lying above the level of the ambient background radiation measured.” 

3. The supplier is to submit written certification with the following contents to RHS on commencing deliveries to RHS and at the beginning of each calendar year: 

“For shipments ex our own stores we certify that we will only deliver scrap that has been checked by us beforehand to ensure it is free of explosive devices, suspected explosive objects and closed hollow bodies. We can therefore declare to the best of our knowledge and belief in advance for every delivery effected in the course of the year ..... that the scrap is, due to the aforementioned check, free of explosive devices, suspected explosive objects and closed hollow bodies. 

For shipments by subcontractors (direct sales business) we declare that we have informed our subcontractors of the obligation to check the scrap that is to be delivered by them carefully to ensure it is free of explosive devices, suspected explosive objects and closed hollow bodies. Our suppliers have assured us that they will check the scrap that is to be delivered carefully and that they, due to this check, can declare to the best of their knowledge and belief that the scrap that is to be delivered is free of explosive devices, suspected explosive objects and closed hollow bodies. 

For scrap deliveries from direct imports by ship, waggon or truck we declare that the contract from which the imports stem will contain the explicit assurance that the scrap that is to be delivered will, due to a check, be free of explosive devices, suspected explosive objects and closed hollow bodies.” 

4. RHS is entitled to charge the insurance premium, which contains the insurance premium tax, agreed in the “Cologne Agreement (new)” to the supplier for every ton of delivered scrap. 

5. Scrap from delaborated ammunition may only be delivered after prior agreement with RHS even if a suitable clearance certificate is available. 

6. The accident prevention regulations “Explosive devices and hollow bodies in scrap” of the association Hütten- und Walzwerks-Berufsgenossenschaft and the official regulations on the prevention of damage by munitions (Munitions Ordinance) of the respective German federal states as amended are components of these GTP Raw Materials. 

VI. Product liability – Indemnification 

1. If the supplier is responsible for damage caused by a product, it is obligated to indemnify RHS from any claims for damages from third parties insofar as and to the extent that the cause lies within its sphere of control and organisation and it itself is liable in relation to third parties. 

2. Within the scope of the indemnification obligation in the sense of point 1 the supplier is obligated to reimburse any expenses in terms of § 683 and § 670 of the BGB arising from or in connection with measures taken by RHS. 

D. Miscellaneous 

I. Termination / Withdrawal 

1. Extraordinary termination rights for an important reason shall remain intact. As an important reason shall apply in particular, if: 

a) a required approval by an authority for the performance of the contract has not been issued and/or has been revoked. This also applies in the case that an approval from an authority is provided with constraints, which one of the parties only can fulfil with an unreasonably high amount of effort, 

b) the performance of services described in this contract are no longer permitted or are forbidden by statutory or sub-statutory provisions or the decree of an authority, 

c) an application has been made regarding the initiation of insolvency or liquidation proceedings involving the assets of one of the parties and reason exists for initiating insolvency proceedings, 

d) one of the parties has violated essential obligations (e.g. by non-payment, deficient delivery, etc.) and has not or only partly fulfilled a significant part of these obligations, also following two written warnings in which an adequate deadline was set, 

e) for reasons RHS is not responsible for, the commercial credit insurance applied for by RHS for securing receivables has not been 

issued or has been issued only to an insufficient extent or has been revoked during the period of validity of the contract.

2. In case of a delay in payment, which is based on a recognisable financial collapse of the supplier, RHS is entitled to withdraw from the contract, without the need to set a corresponding deadline. 

II. Secrecy 

1. The supplier is obligated to treat all not obvious commercial and technical information and knowledge that becomes known from the business relationship between RHS and the supplier as business secret. 

2. The supplier may only advertise with the joint business relationship after receiving the prior written consent of RHS.

III. Assignment, netting, rights of retention 

1. The supplier is only entitled to assign its claims against RHS after receiving the prior written consent of RHS. 

2. RHS is entitled to netting rights and rights of retention in the scope allowed for in law. 

IV. Legal succession / Subcontractors 

1. RHS is entitled to transfer the respective agreement without special approval by the supplier to a subsidiary or associate company of the ALBA Group plc & Co. KG (the “ALBA Group of Companies“), insofar as this is a certified specialised waste management company. 

2. RHS is also entitled to assign its claims arising from the business relationship to a third party. 

3. RHS is entitled to have its services rendered entirely or in part by suitable subcontractors. References to RHS in this GTP Raw Materials likewise refer to these third parties correspondingly. 

V. Amendments to GTS Raw Materials 

Amendments to these GTS Raw Materials will be made known to the supplier in writing or by email and are considered as approved if the supplier does not object to the amended GTS Raw Materials within six weeks after announcement in writing or by email. The supplier will be made aware of this separately during the announcement of these changes. In case of a timely objection, the validity of the originally included GTS Raw Materials shall continue. 

VI. Applicable law/Language of contract 

The law of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods is precluded. The contractual and business language is German. 

VII. Supplementary applicability of other provisions 

For the purchase of non-ferrous metals, the provisions of the German metal trade, published by the Verein Deutscher Metallhändler e.V., as amended, shall apply additionally. 

VIII. Place of jurisdiction 

The exclusive place of jurisdiction is the registered seat of RHS. RHS is, however, also entitled to sue for claims against the supplier before the courts with general and special jurisdiction for the supplier. 

IX. Severability clause 

Should one or more provisions of these GTP Raw Materials be or become ineffective or unenforceable, this shall not affect the validity of the remainder of these GTP Raw Materials. The parties undertake to replace ineffective or unenforceable provisions of these GTP Raw Materials immediately with effective provisions coming as close as possible to the commercial objective of the ineffective provisions. The provisions according to sentences 1 and 2 shall apply analogously should there be omissions in these GTP Raw Materials.

As of 1 January 2014

General terms of sale for selling raw materials, scraps, recyclables, declassified steel products, wastes and similar materials of RHS Rohstoff Handel GmbH, Stuttgart (“RHS”) 

A. General provisions 

I. Applicability 

1. The general terms of sale (“GTS Raw Materials”) of RHS Rohstoff Handel GmbH (“RHS”) below apply exclusively; RHS does not accept any customer terms that conflict with or diverge from these GTS Raw Materials – save RHS explicitly accepts the applicability of divergent terms in writing. These GTS Raw Materials also apply even if RHS is aware of customer terms that conflict with or diverge from these GTS Raw Materials and nevertheless executes delivery or renders a service to the customer without reservation. 

2. These GTS Raw Materials only apply to companies in the sense of § 14 of the German Civil Code (BGB) and to legal entities under public law and special public funds. 

3. These GTS Raw Materials apply for the complete future business relationship with the customer and replace any contrary, earlier GTS Raw Materials or general terms of business of RHS. 

4. Any individual agreements reached with the customer from case to case (including side agreements, additions and changes) have priority over these GTS Raw Materials. The content of such agreements must be set forth in a written contract or in written confirmation from RHS. 

5. Declarations and notifications relevant in law that the customer must make to RHS after conclusion of the contract (e.g. deadlines, notifications of defects, declarations on rescission or reduction of the price) must be made in writing to be effective. 

II. Conclusion of contract 

1. Offers from RHS are subject to confirmation and non-binding. 

2. The ordering of goods by customers is deemed a binding offer of contract. Save not otherwise stipulated in the order, RHS is entitled to accept this offer of contract within five work days of its receipt. 

3. Acceptance may be declared either by acknowledgement of the order (orally or written) or by delivery of the goods to the customer. 

III. Terms of payment 

1. The prices of RHS “ex store” plus value added tax shall apply. 

2. A prompt payment discount may only be deducted if an explicit written agreement has been reached to this effect.

3. Sums invoiced by RHS or credit notes received by RHS are payable immediately without deduction. If settlement by way of credit notes has been agreed, the customer is obligated to issue same immediately after receiving the delivery. 

4. In case of invoices from goods and services being paid via SEPA Core Direct Debit or SEPA Business to Business Direct Debit, the customer will receive a pre-notification regarding the direct debit at the latest one day before the due date. Such pre-notification may be made on the invoice to be debited. 

5. In case of a payment default of the customer in respect of more than one obligation, all obligations shall automatically become due and payable. 

6. In the event of default of payment evidently due to financial collapse on behalf of the customer RHS is entitled to rescind the contract without notice. 

IV. Collateral 

RHS is entitled to collateral of normal type and scope for receivables even if they are conditional and limited. 

V. Data privacy 

The customer is agreed that RHS shall collect person-related data by way of presentation of identification documents for the purposes of invoicing or issuing of credit notes and in the case of cash payments and store same in accordance with the provisions of the German Federal Data Protection Act. 

VI. Retention of title 

1. The following provisions of this paragraph only apply for transactions, which according to their content RHS receives payment from the customer for the delivery and/or provision of materials which are the subject of the contract. This also applies if the price structure develops such that only during the term of the contract RHS receives payment for the delivery and/or provision of materials. 

2. The following agreed retention of title serves to secure all respectively existing current and future outstanding accounts of RHS against the customer from the supply relationship existing between the parties with regard to the materials which are the subject of the contract (including balance claims from one of these current accounts restricted to these delivery relationships) (in the following referred to as “secured claims”). 

3. Goods of RHS delivered to the customer shall remain the property of RDP until complete payment of all secured claims. No withdrawal from contract is required in order to exercise any retention of title, unless the customer is a consumer. 

4. The purchaser is entitled to process and to sell the retained goods until the occurrence of the utilization event (paragraph 8) in proper business transactions. 

5. If the reserved goods are processed by the customer, it is agreed that processing takes place in the name of and for the account of RHS as manufacturer and RHS shall directly purchase the property or – if processing takes place from materials of several owners or the value of the processed object is higher than the value of the reserved goods – the joint title (co-ownership) of the newly created object. In the case that no such acquisition of ownership should occur at RHS, the customer already now 

assigns his future property or - in the above-mentioned relationship – his joint title of the newly created object as security to RHS. If the reserved goods are combined or inseparably mixed with other objects to form a uniform object and if one of the other objects is to be regarded as the main object, the purchaser shall transfer to RHS proportionately the joint title of the uniform object in the relationship mentioned in clause 1. Paragraph 3 shall apply accordingly. 

6. In the case of further sale of the reserved goods, the customer already now assigns by way of security any claims arising against the customer – in the case of joint ownership by RHS of the reserved goods according to the joint ownership share – to RHS who is accepting the assignment. The same applies for all other outstanding accounts which take the place of the reserved goods or otherwise arise from the reserved goods, as e.g. insurance claims or claims from unlawful acts during loss or destruction. RHS authorises the customer to include the outstanding accounts in their own name in a revocable manner. RHS is allowed to revoke this authorisation for direct debiting only in the case of utilisation. 

7. The goods included in the retention of title may neither be pledged to third parties nor be assigned as security before complete payment of the secured outstanding accounts has been made. If third parties have a claim to the reserved goods, in particular by seizure, the customer will immediately refer them to the fact that this is property of RHS and inform RHS about this in writing, in order that they enforce their rights to title. In so far as the third party is not in a position to reimburse RHS with the legal costs arising or out of court costs in this connection, the customer shall become liable for this. 

8. RHS will release the reserved goods as well as any object or outstanding accounts to take their place upon demand according to their choice, insofar as their value exceeds the amount of the secured outstanding accounts by more than 10 %. 

9. If RHS withdraws from the contract in the case of behaviour by the customer which is contrary to contract – in particular delayed payments – (in the event of utilization), RHS is entitled to demand the reserved goods be reclaimed. 

B. Execution of delivery 

I. Delivery periods, delivery dates 

1. Dates or periods for delivery of goods and services are only binding after written confirmation by RHS. All delivery periods and dates are subject to the proviso of no unforeseeable production disturbances and timely delivery of RHS with the necessary primary materials and, insofar as small completion quantities from purchases have been agreed or are customary in the trade, subject to the proviso of deliverability and timely delivery of RHS itself. 

2. If the customer does not fulfil its contractual duties, e.g. opening of a letter of credit, presentation of local or foreign certificates, rendering of advance payment or the like, on time, RHS is entitled to defer the delivery periods and dates reasonably according to the needs of its production operations. 

3. The time of despatch ex works/store is decisive for observation of delivery periods and dates. 

4. RHS shall not be responsible for delays in deliveries and services due to force majeure and due to events that significantly complicate delivery for RHS or render same impossible – this includes particularly industrial disputes, official orders, transport delays, machine breakage and other circumstances for which neither party is responsible, even if they occur at a supplier or sub-supplier of RHS – even if binding periods and dates have been agreed. These circumstances entitle RHS at its free discretion to defer the delivery or service for the duration of the impediment plus a reasonable start-up time thereafter or to withdraw from the contract in whole or in part regarding the part not yet fulfilled. RHS may only invoke the aforementioned circumstances if it has informed the customer immediately of these circumstances. 

5. If the impediment in the sense of point 4 lasts longer than 3 months, the customer is entitled after setting a reasonable period of grace to withdraw from that part of the contract not yet fulfilled. If the delivery or service period is extended or if RHS is released from its delivery or service obligation, the customer cannot derive any claims for compensation from this. 

6. If the delivery periods are not kept, the customer is only entitled to the rights from § 281 and § 323 of the BGB if it has set RHS a reasonable deadline for delivery combined – and insofar deviating from § 281 and § 323 of the BGB – with the declaration that it shall reject acceptance of the delivery/service after expiry of the deadline; the right to fulfilment is precluded after fruitless expiry of the deadline. 

7. The customer must send a written reminder when default of delivery begins. 

8. RHS is entitled at all times to partial delivery of products, work and services in a reasonable scope. 

II. Dimensions, weights, quality 

Deviations in dimensions, weights and quality are permissible according to DIN or standard practice. The weights are determined on the calibrated scales of RHS or authorised third parties and are decisive for invoicing. If individual weighing is not normal practice, the respective total weight of the shipment shall apply. Differences to the arithmetic individual weights shall be distributed among them proportionately. 

III. Despatch, packaging and passage of risk 

1. The delivery is effected ex store of RHS or authorised third party. Same is also the place of performance. At the request and expense of the customer the goods shall be sent to another destination (sale to destination). If not otherwise agreed, RHS is entitled to determine the type of shipment (in particular transport company, means of shipment, packaging) itself. Any resultant costs shall be borne by the customer.

2. The risk passes to the customer on delivery of the goods to the forwarder or carrier, at the latest, however, on leaving the works or store. 

3. At the request of the customer RHS shall take out shipping insurance or other suitable insurance cover for the account of the customer in order to insure the contractual performance as far as possible. 

IV. Claims for defects 

1. The goods are contractual if they at the time of the passing of risk do not deviate from the agreed specification or only do so inconsiderably. The contractuality and freeness of defects of the goods is determined exclusively by the explicit agreements on quality and quantity of the ordered goods. Liability for a particular purpose or a particular suitability is only accepted if this has been explicitly agreed; for the rest the risk of suitability and use lies solely with the customer. RHS is not liable for deterioration or loss or improper treatment of the goods after the passage of risk. 

2. The contents of the agreed specification and any explicitly agreed purpose do not imply a guarantee; the granting of a guarantee requires a written agreement. 

3. If the delivery or service is defective, RHS is entitled at its free discretion to eliminate the defects or to effect a replacement delivery. RHS may refuse cure if it is only possible with disproportionate costs. If elimination of the defects or the replacement delivery is delayed for reasons for which RHS is responsible or if the elimination of the defects or replacement delivery fails for good for some other reason, the customer is entitled to the normal statutory warranty rights. The customer is only entitled to compensation for damages or reimbursement of expenses in accordance with section C. 

4. The customer only has a right to claims for defects if the customer notifies RHS in writing of a defect without delay, at the latest, however, within 5 workdays. Defects that cannot be detected immediately after the delivery or service in spite of careful inspection are to be reported to RHS immediately after they are discovered, at the latest, however, one month after delivery. Once an agreed acceptance inspection has been carried out, it is not possible to claim for defects that could have been established at this acceptance inspection. 

5. In the event of a claim the customer must grant RHS the opportunity to inspect the goods concerned without delay; on request the goods concerned or a sample thereof are to be made available at the expense of RHS. In the case of unjustified claims RHS may charge the customer the freight and handling costs as well as the inspection costs. 

6. In the case of goods that were delivered as declassified material – e.g. so-called II-a material – the customer is not entitled to any claims for defects regarding the specified defects and those it must usually expect as likely. 

7. The limitation period in the case of defective delivery ends – except in the case of intent – after expiry of one year after delivery. The statutory limitation periods for goods that in accordance with their normal use were used for a building structure and which caused defectiveness of such a structure remain unaffected by this. Improvements or replacement delivery do not let the limitation period start anew. 

8. Recourse claims by the customer in terms of § 478 of the BGB against RHS are restricted to the statutory scope of the claims for defects of third parties made against the customer and require that the customer has in its relationship with RHS fulfilled its obligation to give notice of defects in terms of § 377 of the German Commercial Code (HGB). 

C. General limitations of liability 

1. If not arranged otherwise in these terms, RHS is liable without restriction: 

a) for every intentional or grossly negligent cause of damage by RHS, one of its legal representatives, proxies or vicarious agents; 

b) for intentional or negligent harm to life, body or health; and 

c) for claims in terms of product liability law or if RHS has maliciously concealed the defectiveness of an object or has granted an explicit guarantee for the quality of an object. 

2. For the rest RHS is only liable in cases of simple negligence for breach of elementary contractual duties and restricted to the typically foreseeable loss. Elementary contractual duties in the sense of this section C are contractual duties whose fulfilment make proper performance of the contract possible in the first place and on whose fulfilment the other party to the contract regularly relies and may relay. The parties to the contract agree that the typically foreseeable loss is limited to a maximum of € 5,000,000.00 for personal injuries and damage to property and to a maximum of € 250,000.00 for other pecuniary losses. 

3. Further liability of RHS for compensation for damages beyond that provided for in the above points is – regardless of the legal nature of the claim made – precluded.  

D. Miscellaneous 

I. Termination/Withdrawal 

Extraordinary termination rights for an important reason shall remain intact. As an important reason shall apply in particular, if: 

a) a required approval by an authority for the performance of the contract has not been issued and/or has been revoked. This also applies in the case that an approval from an authorities is provided with constraints, which one of the parties only can fulfil with an unreasonably high amount of effort, 

b) the performance of services described in this contract are no longer permitted or are forbidden by statutory or sub-statutory provisions or the decree of an authority, 

c) an application has been made regarding the initiation of insolvency or liquidation proceedings involving the assets of one of the parties and reason exists for initiating insolvency proceedings, 

d) one of the parties has sustainably violated essential obligations (e.g. by non-payment, deficient delivery, etc.) and has not or only partly fulfilled a significant part of these obligations, also following two written warnings in which an adequate deadline was set, 

e) for reasons RHS is not responsible for, the commercial credit insurance applied for by RHS for securing receivables has not been issued or has been issued only to an insufficient extent or has been revoked during the period of validity of the contract. 

II. Proof of export 

If a customer located outside the Federal Republic of Germany (foreign-territory buyer) or its authorised agent collects goods and transports or ships them to the foreign territory, the customer must produce the proof of export necessary for tax purposes to RHS. If this proof is not produced, the customer must pay the value added tax on the invoice sum applicable for deliveries within the Federal Republic of Germany. 

III. Secrecy 

1. The customer is obligated to treat all not obvious commercial and technical information and knowledge that becomes known from the business relationship between RHS and the customer as business secret. 

2. The customer may only advertise with the joint business relationship after receiving the prior written consent of RHS. 

IV. Netting, rights of retention 

The customer may only net with undisputed or legally established claims; it is only entitled to rights of retention if they are based on the same contractual relationship. 

V. Legal succession / Change of control / Subcontractors 

1. RHS is entitled to transfer the respective agreement without special approval by the customer to a subsidiary or associate company of the ALBA Group plc & Co. KG (the “ALBA Group of Companies“), insofar as this is a certified specialised waste management company. 

2. RHS is also entitled to assign its claims arising from the business relationship to a third party. 

3. RHS is entitled to have its services rendered entirely or in part by suitable subcontractors. References to RHS in this GTP Raw Materials likewise refer to these third parties correspondingly. 

VI. Amendments to GTS Raw Materials 

Amendments to these GTS Raw Materials will be made known to the customer in writing or by email and are considered as approved if the customer does not object to the amended GTS Raw Materials within six weeks after announcement in writing or by email. The customer will be made aware of this separately during the announcement of these changes. In case of a timely objection, the validity of the originally included GTS Raw Materials shall continue. 

VII. Applicable law/Language of contract 

The law of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods is precluded. The contractual and business language is German. 

VIII. Supplementary applicability of other provisions 

For the sale of non-ferrous metals, the provisions of the German metal trade, published by the Verein Deutscher Metallhändler e.V., as amended, shall apply additionally. 

IX. Place of jurisdiction 

The exclusive place of jurisdiction is the registered seat of RHS. RHS is, however, also entitled to sue for claims against the customer before the courts with general and special jurisdiction for the customer. 

X. Severability clause 

Should one or more provisions of these GTS Raw Materials be or become ineffective or unenforceable, this shall not affect the validity of the remainder of these GTS Raw Materials. The parties undertake to replace ineffective or unenforceable provisions of these GTS Raw Materials immediately with effective provisions coming as close as possible to the commercial objective of the ineffective provisions. The provisions according to sentences 1 and 2 shall apply analogously should there be omissions in these GTS Raw Materials.