General Terms and Conditions of Delivery and Payment

of isofloc Wärmedämmtechnik GmbH, Lohfelden, Germany

Date issued: 01.01.2006

§ 1 General conditions – Areas of application

1. Deliveries, services and offers from isofloc Wärmedämmtechnik GmbH are based exclusively on the conditions contained within this document. We do not recognise any demands by the purchaser which contradict these general terms and conditions or deviate from our conditions of sale. The only exception is in the case that these demands have been confirmed by isofloc in writing. Our conditions of sale also still apply when we have unconditionally effected a delivery to the purchaser even though we were aware of demands of the purchaser that are contradictory to these general conditions or that deviate from our conditions of sale.

2. The current, valid Official Technical Approval from the German Institute for Building Technology (DIBt) is regarded as an integral part of the contractual relationship and will be issued to the purchaser upon request.

3. All agreements made between isofloc and the purchaser for the purpose of the execution of this contract must be detailed in writing within the aforementioned contract.

4. Our conditions of sale are only applicable to enterprises as defined in § 310 Abs. 1 BGB. (German Federal Law).

§ 2 Offers – Documentation

1. As long the order confirmation does not state anything to the contrary, our offer is non-binding and subject to change. In order to be legally effective, declarations of acceptance and orders must be confirmed by us in writing per letter, fax or E-mail.  If the purchaser does not receive this acceptance within 10 days of submitting their order, then this shall be regarded as a refusal to accept the order.

2. The rights of ownership and copyright for all images, drawings, calculations and other forms of documentation are retained by isofloc Wärmedämmtechnik GmbH. This also applies to all forms of written documentation which are classified as “confidential”. It is forbidden to make these documents available to third-parties without our express written authorisation.

§ 3 Prices – Payment conditions

1. The sales prices for our products are contained within the current, valid pricelist. This pricelist will be issued to the purchaser upon request. The prices listed are exclusive of the legally applicable purchase tax. This will be recorded separately on the invoice at the legal rate applicable on the date of invoicing. In so far as nothing else has been recorded in the order confirmation, our prices are quoted “Ex-works” inclusive of the standard packaging.

2. Transport packaging costs and delivery costs will be invoiced separately and are calculated according to the aforementioned pricelist under §3 section 1.

3. The deduction of price discounts requires our express written agreement.

4. In so far as nothing else has been recorded in the order confirmation, the net sale price (without deductions) is due for payment within 30 days of the date of invoicing. The legal regulations relating to late payments shall apply.

5. The off-setting of payments by the purchaser against counter-claims is only admissible if the claim against which this offset is to be made is undisputed, legally effective or confirmed in writing by us. The purchaser is only entitled to exercise their rights of retention if the counter-claim is based upon the same contractual relationship.

§ 4 Delivery dates and service provision periods

1. Delivery dates which are binding and/or deadlines must be agreed and confirmed in writing.

2. The fulfilment of our delivery obligations is dependent upon and presumes the correct and timely fulfilment of the purchaser’s obligations. We reserve the right to raise objections in the case of non-fulfilment of the contract.

3. We are permitted, at all times, to provide partial deliveries or to render partial services.

4. In the event that purchaser is in default of acceptance or is guilty of other breaches of their obligation to co-operate, we shall be entitled to demand reparation for the resulting expenses including any related additional expenditures. We reserve the right to assert other claims as required.

5. In the event that the aforementioned circumstances in § 4 Section 4 are applicable, the risk of the accidental destruction or accidental deterioration of the sold item(s) becomes the responsibility of the purchaser from the point at which the purchaser is in default of acceptance or payment.

6. If the relevant sales contract is defined as a ‘contract with a fixed settlement date’ under the terms of § 286 Section. 2 No. 4 BGB or of § 376 HGB (German Federal Law), our liability is restricted to that contained within the provisions of the statutory regulations. Our liability is also restricted to that contained within the provisions of the statutory regulations if the purchaser exercises their right to notify us that they are no longer interested in the continued fulfillment of the contract as a consequence of a delay in the delivery of the purchased item(s)/services for which we are responsible.

7. Our liability is further restricted to that contained within the provisions of the statutory regulations if, as a result of a breach of contract caused by our own intentional or gross negligence, the delivery is delayed. We are accountable for any blame on the part of our representatives or vicarious agents. If the contract for delivery is not based upon an intentional breach of contract on our part, our liability / responsibility is limited to the reparation of predictable and typically-occurring damages.

8. Our liability is also restricted to that contained within the provisions of the statutory regulations if we are responsible for a delay in the delivery due to the breach of a fundamental contractual obligation. In this case however, our liability / responsibility is limited to the reparation of predictable and typically-occurring damages.

9. In all other cases of delays in delivery, we are liable to pay compensation, within the scope of an all-inclusive reparation framework, to the amount of 3% of the value of the delivery for each full week that the delivery has been delayed, but only up to a total maximum of 15% of the value of the delivery.

10. Any further statutory claims, demands and rights of the purchaser remain reserved.

§ 5 Delivery and liability - Packaging

1. The liability for any risks associated with the delivery becomes the responsibility of the purchaser as soon as the consignment is passed into the responsibility of the person conducting the delivery or, in the case of mail deliveries, when the consignment leaves our warehouse. If the purchaser requests that the delivery should be delayed, the purchaser thereby assumes liability from the time in which they are notified by us that the consignment is ready for dispatch.

2. Transport packaging and all other forms of packaging, as defined in the German regulations on packaging materials, will not be accepted for return. This stipulation does not apply to transport pallets. In order to facilitate the disposal process, we are affiliated with the REPA GmbH and VfW AG disposal systems. The purchaser may dispose of the packaging, free of charge, by delivering it to the nearest facility of one of the aforementioned waste management companies. Any costs associated with the disposal of other forms of packaging than those which have been approved by us or other methods of disposal shall be borne by the purchaser.

§ 6 Warranty conditions

1.  All claims made by the purchaser under the provisions of the warranty require that the purchaser has correctly complied with the provisions of § 377 HGB (German Federal Law) in respect of their obligations relating to inspections and objections. This applies, in particular, to the written notification of the supplier, concerning the nature of the defects detected, within a period of one week

2. If a defect in the item supplied has been established, the purchaser is entitled to reparation in a form of his choice of either the repair and/or re-working of the defective item in order to rectify the problem or the delivery of a new and defect-free replacement. In the case of a reworking or repair, we are obligated to bear the cost of all measures connected with this reworking or repair. These include, in particular, transport costs, tolls and labour and material costs so long as these are not increased due to the necessity to transport the item to another place other than the location of fulfilment.

3. If the reparation measures undertaken are unsuccessful, the purchaser is entitled to either withdraw from the contract or to demand a price reduction.

4. Our liability, for all claims made by the purchaser under the provisions of the warranty which are based upon charges of our own intentional or gross negligence or that of our representatives or vicarious agents, is restricted to that contained within the provisions of the statutory regulations. If no accusation of intentional breaches of contract on our part is made, our liability / responsibility is limited to the reparation of predictable and typically-occurring damages.

5. If it is established that we are guilty of the breach of a fundamental contractual obligation, our liability is restricted to that contained within the provisions of the statutory regulations. In this case our liability / responsibility is limited to the reparation of predictable and typically-occurring damages.

6. If the purchaser is entitled to reparation for the damage instead of reparation for the goods or services, our liability / responsibility is limited to the reparation of predictable and typically-occurring damages.

7.  Unless anything to the contrary has been addressed in the above, our liability is expressly excluded. In particular, we accept no liability for damages caused to third parties due to the incorrect usage or application by the purchaser of the supplied goods.

8. The statutory period of limitations relating to claims based on defects is 12 months commencing with the date of dispatch.

9. The statutory period of limitations, in the case of regress related to the delivery as per §§ 478, 479 BGB (German Federal Law), remains unaffected. It is effective for a period of five years commencing with the date of return of the defective item(s).

§ 7 Total liability

1. We accept no additional liabilities for damages other than for those mentioned in § 6, regardless of the legal nature of the claim. This applies in particular to claims for damages relating to negligence in concluding the contract, due to other breaches of obligations or due to claims for reparation as a result of damage to property as per § 823 BGB (German Federal Law).

2. If our liability for damages is excluded or restricted, these conditions then also apply to the personal liability for damages relating to our employees, representatives and vicarious agents.

§ 8 Retention of property rights

1. The rights of ownership of the delivered item(s) remain our property until all demands arising from the business relationship, inclusive of all claims or demands that may arise in the future, whether they are from contracts agreed at the time of the conclusion of the original contract or subsequently concluded contracts, are met in full. This condition also applies if individual demands or all demands due to us have been recorded in a current invoice and the balance has been approved and recognised.

2. Any conduct on the part of the purchaser that is in breach of the conditions of the contract, in particular delays in payment, entitles us to confiscate/repossess the sold item(s). This confiscation/repossession does not constitute a withdrawal from the contract unless we have expressly stated this in writing. If the sold item is pawned by us, this always constitutes our withdrawal from the contract. On repossession of the sold item(s), we are entitled to utilise it/them. The proceeds - after deduction of the appropriate utilisation costs - are to be credited against the purchaser’s outstanding debts.

3. In the case of seizures of the sold item(s) or other third-party interventions, the purchaser must inform us immediately in writing, in order that we may raise a legal action as per § 771 ZPO (German Code of Civil Procedure). If the third-party is not capable of refunding us the judicial and extrajudicial costs of the legal action as per § 771 ZPO (German Code of Civil Procedure), the purchaser is liable to compensate us for the loss incurred.

4. The purchaser is entitled, in the regular course of business, to re-sell the sold item(s); At this point, the purchaser assigns to us all claims, in particular those arising from the terms of the contract for work and services, to the amount of the sum of the final balance of the invoice (inclusive of purchase tax), which accrue to him from the recipient or third-party in the course of the resale, regardless of the whether the sold item(s) are re-sold before or after installation or processing.In this event, we declare at this point our acceptance of the withdrawal. The same applies if the goods subject to the retention of title are incorporated, as a fundamental component, into the premises of a third-party by the purchaser. In this case, the right to acknowledge a mortgage security which has seniority over others is also relinquished. We also accept this relinquishment. The claims, previously relinquished by the purchaser, also relate to the recognised balance and also, in the case of the insolvency of the recipient, to the remaining “causal” balance.

5. The purchaser still remains authorised to recover these debts, even after the relinquishment. Our entitlement to recover these debts remains unaffected. We do however make the obligation, that we will not take steps to recover these debts ourselves as long as the purchaser is able to honour their payment obligations from the sums collected, does not default upon payment and, in particular, that no application has been made to file for insolvency or for the cessation of payments. If this is however the case, we retain the right to demand that the purchaser informs us of the relinquished claims and their debtors, provides us with all the necessary information required to recover the collectables, to make available the relevant documentation and to inform these debtors (third-parties) of the relinquishment.

6. If demanded by the purchaser, we are obligated to release the securities to which we have an entitlement, if the realisable value of our securities exceeds the amount of the claim to be secured by more than 10%. The choice of the securities to be released remains our decision.

§ 9 Payments

1. In so far as nothing else has been recorded in the order confirmation, all invoices are due for payment (without deductions) within 30 days of the date of invoicing. Notwithstanding any claims by the purchaser to the contrary, we are entitled in the first instance to charge payments on the costs, then on the interest and finally on the principal claim.

2. In the case that the stipulated payment period is exceeded, we reserve the right to levy a penalty interest rate, of 3% above the current base rate of the German Federal Bank, on the outstanding amount of the invoice.

3. A payment is only classed as having been received when the funds are at our disposal.

4. If the purchaser falls into payment arrears, we reserve the right, from the respective date,   to charge interest at the general rate applied by commercial banks for overdraft facilities plus the legally applicable rate of purchase tax. This rate will only be reduced if the purchaser can provide evidence to justify a lower charge.

5. If circumstances come to our attention that cast doubt upon the credit-worthiness of the purchaser, in particular, that a cheque payment could not be honoured or that payments to third-parties have been discontinued, we reserve the right to demand payment of the total outstanding amounts owed to us by the purchaser, even if we have already accepted cheques from the purchaser. Furthermore, we are entitled to demand advance payments or the provision of securities.

§ 10 Court of jurisdiction – Location of fulfillment

1. The General Terms and Conditions of business and the entire legal relationship between us and the purchaser are subject to the laws of the Federal Republic of Germany. The application of UN-commercial law is excluded and shall not apply.

2. In so far as the purchaser is classified, according to the German Commercial Code, as a party normally engaged in commercial activities, a corporate body under Public Law or a special fund or estate under Public Law, the Court of Jurisdiction is agreed exclusively as Kassel, Germany, for all proceedings relating to any legal actions, arising as a direct or indirect consequence of the contractual relationship. We reserve the right to raise and bring a legal action at the responsible court within the jurisdiction of the purchaser’s place of residence.

3. In so far as nothing else has been recorded in the order confirmation, our registered place of business shall be agreed as the location of fulfilment.

4. The invalidity, in part or in whole, of one of the aforementioned terms or conditions or the invalidity of any provisions made within the framework of a special agreement does not imply or cause the remaining provisions to be invalid and the remaining conditions and provisions shall remain applicable.

Date 01.01.2006