General terms and conditions of logistics-services providers

7.2 If the conditions described under 7.1change, either party may request newnegotiations to modify the contractwith effect from the first day of thatmonth which follows the month insuch request was made, unless thechanges were already known to the requestingparty at the time of reachingthe agreement. The modificationsof the contract must be based on theidentifiable changes including the rationalisationeffects.7.3. Should the contracting parties failwithin one month after the request forchanges was made to agree on suchchanges, can either party terminatethe agreement by giving notice of onemonth in the case of the contract beingvalid for one year, or three months ifthe contract has a longer duration.Such a termination may be declaredonly within one month after the failureto change the contract.8. Change of ownershipShould the contract or its executionlead to a change of ownership accordingto § 613a BGB (German CivilCode) the contracting parties agree toeconomic consequences with particularconsideration for the duration ofthe contract.9. Settlement, retentionThe right of settlement against existingpayments due or retention arisingfrom a contract for logistics servicesac-cording to 1.1 and other demandsmay only be exercised if no reasonedobjection has been made.10. Right of seizure and retention,ownership10.1 The service provider has a right ofseizure and retention for all paymentsdue to him in connection with his activitiesfor the principal in accordancewith section 1.1 for any goods andother values in his possession. Thisright of seizure and retention does notgo beyond the legislation concerningseizure and retention.10.2 The service provider may exercisehis right of seizure and retention inconnection with other contracts concludedwith the principal for logisticsservices in accordance with section1.1 only if this is undisputed or if theeconomic situation of the principalconstitutes a threat to the payments tobe made to the service provider.10.3. The principal is entitled to prevent theexercise of the right of seizure if he offersthe service provider suitable security(e.g., bank guarantee).10.4. Section 4.2 remains unaffected.10.5. In the case of the service provider inthe course of his duties according tosection 1.1 also transferring ownershipto the principal, such ownershipremains with the service provider untilfull payment has been made.11. Acceptance, deficiencies, delays11.1 If a formal acceptance of a logisticsservice is required from the principal,it may, due to the co-operative natureof logistics services, take placethrough use, re-sale or further development,delivery to the principal orthird parties specified by him. If a formalacceptance of a logistics service isnot possible, completion shall be deemedas acceptance.11.2 The principal is obliged to notify theservice provider about apparent deficienciesat the time of acceptance. Thenotific-ation must be made in writingor electronically (see 2). Notification isconsidered to have been made if it wassent in time and provided it reachedthe service provider.11.3 If the principal fails to notify the serviceprovider the logistics service isdeemed to have been performed in accordancewith the contract, unless theservice provider maliciously withheldinformation about the deficiency.11.4 Claims because of delays become voidif they are not made by the principal tothe service provider within twenty-onedays after the service was provided.12. Deficiency claims by the principal12.1 Whether a service is deficient dependson the specifications of the contractand legal regulations. Guarantees regardingcharacteristics or durabilityare given by the service provider onlyif this is specifically stated in the contract.12.2 If the logistics service is deficient theprincipal is entitled to the removal ofthe deficiency. The service provideris entitled to chose between removalof the deficiency or new delivery/provision. If an attempt to remove thedeficiency is unsuccessful, the principalis entitled to a second attempt toremove the deficiency. Further claimsfor removal of the deficiency cannot bemade.12.3 If two attempts to remove the deficiencyhave been unsuccessful or, if -dueto the nature of the service- the deficiencycannot be removed, the principalis entitled to exercise his rights regardingrebates, cancellation and compensationas follows:12.3.1 If the principal claims a rebate it is limitedto the remuner-ation for the protested,deficient logistic service.12.3.2 If the principal exercises his right ofcancellation it refers only to the protesteddeficient logistics service. Theprincipal also has the right, if the stipulationsof section 13 apply, to use hisoption for extraordinary termination.12.3.3 In connection with the stipulations ofsection 14 the principal may demandcompensation instead of the performanceof the service.12.3.4 In the case of the principal performingthe service himself any claims of theprincipal shall be limited to up to Euro20,000 as compensation.13. Extraordinary termination13.1 If one of the parties twice violates significantcontractual duties with significantoperational disruptions, theother party has the right to terminatethis contract giving reasonable noticeafter it allowed the other party in writingreasonable time to remedy theviolation of their duties and this timehas expired without the other party fulfillingtheir duty.13.2 The right to extraordinary terminationfor important reason remains unaffected.14. Liability of the service provider14.1 The service provider is only liable if heis responsible for the damage causedby him. The resulting legal and contractualliability is limited to the forseeable,typical damage and14.1.1 to 20,000 Euro per claim,14.1.2 in the case of more than four claimswith the same cause (e.g., assemblymistake) or production/delivery ofgoods with identical deficiencies toEuro 100,000 independent of the actuallynumber of claims.This limitation of liability applies alsoto discrepancies between standardandactual quantities delivered to theservice provider; such discrepanciesare to be set off against each other inthe case of both shortages and surpluses.14.1.3 for all claims within a year to 500,000Euro.14.2 The above exemptions and limitationsof liability also apply to extra-contractualclaims against the service provider,his employees and other partiesassisting him in his work.14.3 The above exemptions and limitationsof liability do not apply to14.3.1 fatal injuries, personal injuries and damageto health14.3.2 as well as to binding legal stipulationsregarding liability, e.g., the law on productliability.14.4 The parties may agree to replacethe above maximum sums withothers against payment of a liabilitysurcharge.2

15. Qualified responsibilityThe above mentioned exemptions from andlimitations of liability do not apply to15.1 violation with intent or gross negligence- of significant contractual duties bythe service provider, his managerialstaff or any other person acting on hisbehalf,- of other duties of the service provideror his managerial staff15.2 If the service provider maliciouslywithheld information about the damage/deficiencyor guaranteed the qualityof the logistics service.16. Right to safeguard by the serviceprovider16.1 The principal has to safeguard the serviceprovider and the people/organisationsin his employ against all claimsarising from the product liability legislationand other regulations protectingthird parties, unless the service provideror the people/organisation in hisemploy brought caused the claim ofthe third party with gross negligenceor intent.17. Limitation17.1 Any claims from a contract accordingto 1.1 expire after one year.17.2 The limitation period starts for allclaims with the day of delivery with theday of acceptance in accordance withsection 11.1.17.3 The above limitation does not apply- in the cases specified in section 15,- in the case of fatal injury, personal injuryor damage to health or- if legislation regarding limitation hasoverriding effect.18. Liability insurance for the serviceprovider18.1 The service provider is obliged to arrangeand maintain liab-ility insurancecover with an insurer of his choice atmarket rates sufficient to cover his liabilityto the extent specified undersection 14.18.2 It is permissible to agree on a maximumcompensation sum per claimand year and also to agree on a contributionof the service provider to theclaims settlement.18.3 Upon request of the principal the serviceprovider has to produce evidenceof the liability insurance cover with aconfirmation by the insurer.19. Place of performance, place ofjurisdiction and legislation to beapplied19.1 The place of performance for all participantsis the place of the branch officeof the service provider that receivedthe instruction.19.2 The place of jurisdiction for any disputesarising from the contractual relationshipor connected with it shall forall part-icipants, except private persons,be the location of that branch officeof the service provider which receivedthe instruction; for any claims againstthe service provider this shall be theexclusive place of jurisdiction.19.3 For the legal relationship between theservice provider and the principal orhis legal successors German legislationshall apply witht he exception of theUN Regulation for purch-ases.20. Conclusions20.1 When deciding on the total of the compensationto be paid by the serviceprovider his economic situation, thetype, scope and duration of the businessrelationship, possible contributoryacts of the principal according to §254 BGB (German Civil Code) and hisintensity of monitoring and controlof procedures need to be taken intoconsideration. In particular, the compensations,costs and expenses to beborne by the service provider must bein a reasonable proportion to the revenueof the service provider connectedwith the services provided for the principal.20.2 If a contractual party ceases to meettheir financial obligat-ions or if insolvencyprocedures are opened againstit the other party has the right to withdrawfrom the yet unfulfilled part ofthe contract.20.3 Should any clause of this Logistics GeneralTerms and Con-ditions be invalidor become invalid it does not affect therest of the clauses of this contract, Thecontracting parties are obliged in sucha case to replace the offending clauseswith such alternatives that come closestto the initial intention.logistics groupFriedrich Zufall GmbH & Co. KGInternationale SpeditionZUFALL GöttingenRobert-Bosch-Breite 11 · 37079 GöttingenTel +49 (0) 5 51 607 - 0 · Fax +49 (0) 551 66608goettingen@zufall.deZufall KasselGottlieb-Daimler-Str. 10 · 34123 KasselTel +49 (0) 5 61 58 99 - 0 · Fax +49 (0) 561 5899 -121kassel@zufall.deZufall FuldaHermann-Muth-Str. 4 · 36039 FuldaTel +49 (0) 6 61 16 - 0 · Fax +49 (0) 661 16 -169fulda@zufall.deZUFALL HünfeldEuropa Str. 4 · 36088 Hünfeld-MichelsrombachTEL +49 (0) 661 16 - 616 · FAX +49 (0) 6 61 16 - 619nse.huenfeld@zufall.deZufall Gießen/FernwaldSiemensstr.1 · 35463 Fernwald-AnnerodTel +49 (0) 641 97 20 - 0 · Fax +49 (0) 6 41 97 20 -11giessen@zufall.deZUFALL Eisenach/WuthaRuhlaer Str. 1 · 99848 Wutha-FarnrodaTEL +49 (0) 36921 271-0 · FAX +49 (0) 3 69 21 271-17eisenach@zufall.deAxthelm + Zufall GmbH & Co. KGInternationale SpeditionAxthelm + Zufall NohraÖsterholzstr. 14 · 99428 NohraTel +49 (0) 36 43 809 - 0 · Fax +49 (0) 36 43 809 -130axthelm@zufall.deTransland Spedition GmbHTRANSLAND HaigerKalteiche-Ring 47· 35708 HaigerTEL +49 (0) 2773 9166 - 0 · Fax +49 (0) 2773 9166 - 230info@transland.de3