I. General
The following Terms of Sale shall be an integral component of the sales agreement. Divergent or conflicting terms of sale by the Purchaser shall not be recognised unless expressly and specifically approved in writing by the Seller.

II. Offers, orders
1. The prices, quantities, delivery dates and possibilities quoted by the Seller in offers shall be non-binding.
2. Orders by the Purchaser shall become binding for the Seller through written or express confirmation by it (including invoice or delivery note).

III. Invoicing
1. The amounts actually delivered and/or services performed shall be invoiced at the Seller’s prices valid at the time of delivery/performance, plus statutory value added tax. The prices are to be understood ex works.
2. In the event that the Seller generally increases its prices between the date of conclusion of the agreement and the delivery of the goods, the Purchaser shall be entitled to withdraw from the agreement within two weeks of notification of the new price, except where the increase is based solely on an increase in freight rates. The right of withdrawal shall not apply for long-term delivery agreements (recurring deliveries).

IV. Payment
1. Amounts invoiced are due immediately. The Purchaser is in default if payment is not made in cash, without any deductions, within 30 days of receipt of an invoice. In this event interest may be charged at a rate of 8 percentage points above the base rate, and the Seller reserves his statutory rights to claim for loss due to non-performance and to withdraw from the contract. In addition, any outstanding claims under existing contracts shall become due and payable at once.
2. The presentation of bills of exchange shall be subject to the Seller’s approval. They may only be presented for the purpose of payment. The maximum term for bills of exchange shall be ninety days from the invoice date. Discount, exchange charges, exchange tax and other charges after thirty days from the invoice date shall be debited to the Purchaser.
3. Where there is justified concern as to the solvency or credit-worthiness of the Purchaser and the Purchaser declines to make payment in advance or to offer suitable security for the services being provided despite being requested to do so, the Seller shall be entitled to withdraw from the agreement insofar as it has not already provided performance.
4. Payments shall be deemed to have been effected as soon as the amount is finally available to the Seller in its account.
5. The Seller reserves the right to use payments to settle the oldest due invoice items plus interest on arrears and expenses in the following sequence: expenses, interests, main claim.
6. The Purchaser shall not be entitled to withhold payment and may only set off undisputed or legally determined claims of its own.

V. Delivery
1. The Seller shall do its utmost to make delivery as rapidly as possible. Fixed delivery dates cannot be given.
2. Insofar as fixed delivery dates are agreed, the Purchaser shall allow a reasonable additional period, normally four weeks, in the event of delayed delivery.
3. Performance shall be subject to correct delivery on schedule to the Seller by its own suppliers.
4. The date of delivery shall be defined as the day on which the merchandise leaves the works or warehouse or, if this date cannot be determined, the day on which the merchandise is available to the Purchaser.
5. The Seller shall be entitled to make partial deliveries without special notification.

VI. Force majeure, contractual impediments
In the event of force majeure of any nature, unforeseen operating, transport or dispatch hindrances, fire damage, flooding, unforeseen labour, energy, raw material or auxiliary material shortages, strikes, lock­outs, official orders or other hindrances for which the performing party cannot be held responsible and which reduce, delay, impede or render unreasonable the manufacture, dispatch, acceptance or use of the merchandise, the performing party shall be released for the duration of the disruption from its obligations to deliver or accept. In the event that delivery and/or acceptance is delayed for more than eight weeks as a result of the disruption, both parties shall be entitled to withdraw from the agreement. In the event that the Seller’s supply sources are no longer available in whole or in part it shall not be obliged to cover requirements through other suppliers. In such an instance the Seller shall be entitled to distribute the available merchandise with allowance for its own requirements.

VII. Dispatch
1. The Purchaser shall allow the Seller to select the type of dispatch and forwarding agent at its own discretion. Transport shall be effected at the Purchaser’s risk. Agreed delivery clauses shall be interpreted in accordance with INCOTERMS 2000, published by the International Chamber of Commerce (ICC).
2. Loaned packaging (e.g. clamp-ring drums, transport magazines, steel covers, pallets) recognised by the Purchaser as such shall be handled with care, not used for other purposes and returned to the Seller as soon as possible in an undamaged and clean condition.

VIII. Retention of title
1. The Purchaser shall not obtain title to the merchandise until it has settled all obligations arising out of the business relationship with the Purchaser including auxiliary claims, claims for compensation and the redemption of cheques and bills of exchange. Title shall be retained even if individual claims against the Purchaser are included in a current account and balance drawn and acknowledged.
2. The Seller shall be entitled, without setting an additional period and without withdrawing from the agreement, to demand the reserved merchandise from the Purchaser in the event that the latter is in default with respect to its obligations vis-á-vis the Seller. Recovery of the reserved merchandise shall only entail withdrawal from the agreement if this is expressly stated in writing by the Seller.
3. In the event that the reserved merchandise is processed, the Purchaser is deemed to act on behalf of the Seller without the latter being liable for any claims arising out of the processing. The Seller’s retention of title therefore extends to the products created through processing. In the event that the reserved merchandise is processed, mixed or compounded with other goods belonging to third parties the Seller shall acquire coownership of the products thereby created in the ratio of the invoice value of the reserved merchandise to the invoice value of the goods belonging to third parties. In the event that the merchandise ismixed or compounded with a main item belonging to the Purchaser, the latter hereby assigns its rights of title to the new object to the Seller.
4. The Purchaser undertakes to safeguard the reserved merchandise on behalf of the Seller, to maintain and repair it at its own expense and to provide suitable insurance cover against loss and damage at its own expense with the diligence of a prudent businessman. In so doing it hereby assigns its claims arising out of insurance agreements in advance to the Seller.
5. Insofar as the Purchaser duly meets its obligations with respect to the Seller it shall be entitled to dispose of the reserved merchandise within the normal course of business; this shall not, however, apply if and inasmuch as an assignment prohibition has been agreed between the Purchaser and its customers with respect to purchase price claims. The Purchaser shall not be authorised to encumber the reserved merchandise by way of pledge, chattel mortgage or other encumbrance. When reselling the merchandise the Purchaser shall make the transfer of title contingent on full payment by its customers.
6. By way of security for all claims by the Seller against the Purchaser from the business relationship, the Purchaser hereby assigns in advance to the Seller the totality of its claims arising out of the resale of the reserved merchandise with all auxiliary and guarantee rights including bills of exchange and cheques. In the event that the reserved merchandise is sold together with other goods for an overall price, the assignment shall be restricted to the proportionate amount of the Seller’s invoice for the reserved merchandise sold with the goods. In the event that goods co-owned by the Seller pursuant to Section 3 are sold, the assignment shall be restricted to that part of the claim corresponding to the Seller’s share in co-ownership. Should the Purchaser use the reserved merchandise for paid processing of goods belonging to third parties, it hereby assigns to the Seller its claim for payment against the third party for the above-mentioned purpose of securing the Seller’s claim. Provided that the Purchaser meets its payment obligations on time, it shall be entitled to collect the claims arising out of resale or processing itself. It shall not be authorised to pledge or otherwise assign the merchandise.
7. In the event that the settlement of the Seller’s claims appear to be at risk, the Purchaser shall inform its customers on request of the assignment and provide the Seller with all necessary information and documents. The Purchaser shall inform the Seller without delay of attachment of the reserved merchandise by third parties and assigned claims.
8. Should the value of the securities to which the Seller is entitled exceed the claims against the Purchaser being secured by the Seller by more than 20 %, the Seller undertakes to release securities accordingly at the Purchaser’s request. The choice of securities to be released shall be at the Seller’s discretion.

IX. Claims for compensation
1. Claims for compensation by the Purchaser - including those external to the agreement - as a result of infringements due to minor negligence on the part of the Seller, its executives and other assistants shall be inadmissible unless the infringement involves an obligation of essential significance for the fulfilment of the purpose of the agreement.
2. The Seller shall only be liable for indirect loss or loss which was not foreseeable at the time the agreement was concluded insofar as it involves gross negligence on behalf of the Seller or one of its executives.
3. The above limitations shall not apply to damage resulting from death, injury or damage to health. However, this shall not affect the applicability of compelling statutory liability regulations such as, for example, liability for the assumption of a guarantee or product liability law.

X. Properties, notification of defects
1. Discrepancies in quantity of up to 10 % for technical production reasons, normal waste and technically unavoidable quality tolerances shall be admissible. The properties of the goods shall as a general rule only include the properties as stated in the product descriptions, specifications and labelling of Seller. Public statements, claims or advertising shall not be classed as information on the properties of the item for sale.
2. Complaints must be made in writing with details of the reasons and submission at the same time of samples of the material being complained about together with Wolff Cellulosics original label. They must be sent to the Seller without delay within 14 days at the latest after arrival of the merchandise or within 30 days of arrival in port in the case of sea freight.
3. In the case of hidden defects the written complaint must be made immediately on discovery of the defect and at the latest within five months of arrival of the merchandise; the statutory limitation period shall remain unaffected. The Purchaser shall have the burden of proof that hidden defects exists.
4. The Seller shall be entitled to inspect and examine the merchandise under practical conditions if need be.
5. Goods under complaint may only be returned with the express agreement of the Seller.
6. Used or processed goods are deemed to have been accepted.

XI. Purchaser`s rights in the event of defects
1. Warranty claims made by Purchaser shall only entitle Purchaser to be supplied with a replacement. If the replacement provided by Seller is also defective, Purchaser may reduce the purchase price or opt to cancel the contract. Claims for damages as defined in Section IX shall remain unaffected by the above. Claims made by Purchaser due to expenses incurred as a result of reworking, in particular transport, travel, labor and material costs, shall be excluded where such expenses have been increased by the fact that the item was subsequently transported to a location other than the premises of the party placing the order, unless the goods were supplied to this location in line with their intended use.
2. In the event of recourse to the guarantee by Purchaser following a successful claim against the latter on the basis of the provisions governing the purchase of a consumer good, the claims under a right of recourse in accordance with the regulations on the purchase of consumer goods shall remain unaffected. Section IX shall apply to any claim for damages.
3. Purchaser must inform Seller without delay of any case of recourse within the supply chain. Statutory claims under a right of recourse by Purchaser against Seller shall not apply with respect to arrangements entered into by Purchaser with its customer over and above statutory warranty claims.
4. Any guarantee agreement must be made in writing. A statement of guarantee shall only be effective if it describes the content of the guarantee and the duration and physical scope of guarantee protection in sufficient detail.

XII. Periods of limitation
In cases that fall under § 438, paragraph 1, no. 3 of the Federal Civil Code (BGB), warranty claims shall expire with effect from one year from the beginning of the statutory period of limitation. In cases that fall under § 438, paragraph 1, no. 2 of the Federal Civil Code (BGB), warranty claims shall expire with effect from two years from the beginning of the statutory period of limitation. Compelling regulations governing the statutory period of limitation or the question of liability, such as, for example, liability for the assumption of a guarantee, liability for willful intent and gross negligence, for death, physical injury or damage to health, for the violation of essential contractual obligations, liability in accordance with the product liability law and the provisions relating to the sale of consumer goods shall remain unaffected.

XIII. Technical advice, use and processing
Technical advice provided by Seller verbally, in writing or by way of trials is given in good faith but without warranty, and this shall also apply where proprietary rights of third parties are involved. Seller’s technical advice shall not release Purchaser from the obligation to test the products supplied by Seller as to their suitability for the intended processes and uses. Application, use and processing of the products are beyond Seller’s control and therefore entirely Purchaser’s responsibility.

XIV. Trademarks
1. Purchaser shall not have the right to refer to Seller’s products when offering or supplying substitute products or, in price lists or similar business communications, to use the word "substitute" in conjunction with Seller’s - protected or unprotected product designations or list these designations together with any designations for substitute products.
2. When using Seller’s products for manufacturing purposes or when processing them into new products, Purchaser shall not have the right, without Seller’s prior consent, to use Seller’s product designations, especially his trademarks, on the resulting products or on the packaging therefor or in any relevant printed matter or advertising literature, particularly by mentioning Seller’s products as components of his own products. The supply of goods under a trademark shall not be deemed agreement to the use of this trademark for the products manufactured therefrom.

XV. Applicable law
German law shall be applicable. The Convention Relating to a Uniform Law on the International Sale of Goods of 1 July 1964 and the UN Convention on the International Sale of Goods of 11 April 1980 shall be inapplicable.

XVI. Place of performance and jurisdiction; validity clause
Place of performance shall be the manufacturer’s works for delivery and Walsrode for payment. Place of jurisdiction for both parties is Verden/ Germany, providing the Purchaser is a merchant as defined in the German Commercial Code. The Seller shall be entitled to assert its claims at the court with jurisdiction for the Purchaser’s head offices or a subsidiary thereof. In the event that any of the clauses in these Terms of Sale are invalid in whole or in part, the validity of the remaining clauses or remaining parts of the affected clauses shall remain intact. The parties shall replace any invalid provision by a valid one which most closely approximates the intended commercial aim.

October 2007