1. Definitions
   1. Blue Sky Alliance (hereinafter “BSA”) shall mean the company, which confirms the order of the Buyer according to Article 4.3 hereof.
   2. “The Buyer” shall mean the purchaser of the goods from BSA. 1.3 “The goods” shall mean the products sold by BSA. 1.4 “The contract” shall mean the purchase agreement between BSA and the Buyer concluded on the basis of these general terms and conditions.
2. Scope
   The terms and conditions defined hereunder apply to any and all orders placed by the Buyer. Neither the general conditions of purchase of the Buyer nor any terms depicted in Buyer’s purchase order are valid unless negotiated and agreed upon between the Buyer and BSA. Any deviations to BSA terms and conditions of sale will principally required to be in writing.
   BSA product information, price lists, catalogues, etc. are an integral and binding part of the specific contract only to the extent that they are expressly included in the contract by reference.
3. Compliance / Export Regulations
   BSA is obliged to act in compliance with valid export regulations and thus will not act against those. The Buyer shall prevent the sale, assignment or transfer of parts or services to persons, which are denied, debarred or sanctioned by the United Nations or by the governments of the European Community or the USA. Upon request the Buyer will inform BSA about the end-user, the application of the goods and the other parties involved in the transfer of the goods to the end-user. BSA is allowed to cancel the order from the Buyer, without being held liable for any cancellation charges including penalties of Buyer’s customers, when the supply of the goods (directly or indirectly) is prohibited by the United Nations or by the governments of the European Community or the USA or in case buyer does not provide the requested end-user information. The Buyer is liable for any change of the country of destination and application and granting of the respective licenses and will indemnify and hold BSA harmless from any claims in connection with the change of the final country of destination.
4. Quotations / Confirmation of orders
   1. Quotations that have not expressly been made binding for a specific period may be revoked by BSA for whatever reason until BSA has received a qualified acceptance from the Buyer.
   2. Except where expressly stated by BSA, a quotation shall be deemed to have lapsed thirty (30) days after the date of such quotation if BSA has not received a qualified acceptance from the Buyer.
   3. Any agreement on delivery shall only be binding on BSA when the Buyer has received the written order confirmation from BSA and only on the conditions contained therein.
   4. The Buyer is obliged to inform himself about the quality and type of the ordered goods and material and to take all measures that are necessary for handling, transport, usage etc. in order not to endanger life, health, environment and work protection.
   5. BSA shall not be liable for any claims, losses or damages of any nature whatsoever, including consequential losses, loss of production, loss of profits or other indirect losses which the Buyer may suffer as a result of any failure, delay or partial or imperfect performance in connection with the Buyer ́s quotations and any other messages to BSA, including but not limited to, quotations exchanged via the SITA network, BSA direct or similar electronic networks.
5. Delivery / Passing of Risk
   1. Except in the case of written agreement to the contrary, delivery shall be considered to be EX WORKS (BSA warehouse, named place) in accordance with INCOTERMS 2000 in force at the time of the order confirmation. The risk of loss or damage to the ordered material is transferred to the Buyer with the shipment of the goods at the latest, even when partial deliveries are carried out.
   2. If BSA is obliged to pack the material and products in accordance with the published rules (e.g. Dangerous Goods / Hazmat Regulations), the additional costs are to the expense of the Buyer. For orders which have to be carried out under special urgency, BSA is entitled to charge additional costs and to choose the appropriate way of transportation.
   3. In the event that the Buyer does not accept goods in time, BSA may grant an adequate extension of time. After the expiry of such period, BSA is entitled to dispose the goods at its own discretion. BSA shall be entitled to store the goods of delivery reasonably at Buyer ́s risk and expense.
   4. BSA remains the right to withdraw from the contract after expiry of the extension time upon prior notice or to claim compensation due to non-performance.
   5. Within the scope of compensation, BSA is entitled to claim 10% of the price established by contract without furnishing any proof unless only a provable substantial lower damage emerged. Nevertheless, BSA retains the right to claim an in fact higher damage. For the period of default of acceptance the Buyer has to pay €25.00 per month as reimbursement of storage costs, also here without furnishing any proof. This rate is being reduced if customer proves that no damages or expenses arose. In case of unusual high storage costs, BSA reserves the right to claim same. The Buyer is obliged to accept partial deliveries (advance deliveries), as far as these are reasonable.
   6. If deliveries by BSA are delayed, the Buyer shall only be entitled to withdraw from the order following expiration of a grace period specified in writing. If for special circumstances, e.g. acts of God, strikes, the lack of raw material, suppliers, etc., BSA is not able to carry out delivery, the lead time shall be extended accordingly. If delivery or services become impossible, or no longer reasonable due to circumstances beyond BSA control, BSA shall be released from its obligation to carry out delivery.
   7. BSA shall not be liable for consequential losses, loss of production, loss of profits or other indirect losses due to late delivery or non-delivery.
6. Prices and Payments
   BSA prices are valid EX WORKS (named place) plus packing charges, turnover tax and / or value added tax (VAT) in the respective legal amount. The Buyer does not have the right to off-set, unless BSA has acknowledged the counterclaim in writing, or this claim is stipulated as being legally valid. BSA ́s invoices are payable 30 days net. With delayed payment, the appropriate interest on arrears, at least in the amount of the customary bank interest, shall be charged.
7. Warranty
   1. Materials and products sold are warranted only in accordance with the warranty supplied by the manufacturer of same.
   2. Defects in goods supplied by BSA shall not entitle the Buyer to cancel the contract wholly or in part, provided that BSA replaces the defective goods or repays the purchase price.
   3. Any further warranty claims on the part of the Buyer, for whatever legal reasons, are expressly excluded.
   4. In any event, BSA is only liable for defects which appear under proper use of the goods. The liability does not extend to defects caused by e.g. faulty maintenance, incorrect installation or alterations undertaken without BSA ́s prior written consent or by faulty repair. BSA ́s liability does not cover normal tear and wear. The aforementioned limitation of liability does not apply for damages cause by intent or gross negligence and for culpably caused personal injuries.
   5. BSA shall not be liable for consequential losses, loss of productions, loss of profits or other indirect losses.
8. Examination of Goods
   1. After collection or delivery, the buyer has to inspect the goods immediately for correctness, completeness and intactness. Obvious defects are to be announced in writing within 10 days after collection and / or delivery at the latest, while hidden defects are to be notified immediately after detection. Any other obligations of the Buyer from §§ 377, 378 German HGB remain unaffected. Transport damage must be determined and confirmed in writing in the presence of the deliverer.
   2. The Buyer loses the right to make any claim in respect of defects in the goods supplied if he does not give written notice to BSA specifying the nature of the defect immediately after discovery or the time the defect should have been discovered.
9. Reservation of Ownership
   Goods delivered by BSA, also with previous deliveries, remains BSA ́s property until full payment has been carried received. With orders placed by retailers, their claims on the buyers in the amount of the payment owed to BSA are to be regarded as assigned to BSA in advance, also with the resale together with objects not delivered by BSA. If reserved goods delivered by BSA are processed, combined, blended or mixed with outside objects, BSA is entitled to the co-ownership of the new or mixed object proportionately at the point in time of the processing, blending, combining or mixing. If the Buyer obtains sole ownership of the new object by law, he already grants us co-ownership of the new object without payment. The Buyer is obliged to store the delivered reserved goods and any new objects resulting from these in a proper manner as well as to insure them against fire and theft and to provide proof to us of the conclusion of this insurance upon request.
10. Liability and Indemnity
    In no event shall either party be liable for, nor shall either party recover for any incidental or consequential losses, expenses or damages, except that Buyer shall indemnify and hold BSA harmless for all losses, expenses and damages claimed or incurred by third parties, which may occur in connection with the goods sold. BSA ́s sole and exclusive maximum liability, whether based in contract, tort, or otherwise, shall not in any event exceed the purchase price paid by Buyer for the particular goods at issue.
11. Confidentiality
    All documents, pictures, samples, and / or pricing submitted in any form whatsoever, including hardcopy or electronic medium, in connection with quotations or orders, will remain property of BSA. Under no circumstances is it allowed to show, hand over, copy or submit such information to third parties without express and prior written consent by BSA.
12. Place of Jurisdiction and place of performance
    The place of performance for all obligations between us and the buyer is the headquarters of BSA. The place of jurisdiction for all disputes arising out of this agreement shall be Kaltenkirchen, Germany
13. Applicable Law
    The law of the Federal Republic of Germany shall apply to all contracts. The application of the law pertaining to a uniform law on the sale of goods (UNCITAL) is hereby excluded. All other terms and conditions as not expressly stated under the conditions as above shall be assumed in accordance with German AGB/BGB/HGB and INCOTERMS 2000, latest edition, etc., as applicable.
14. Arbitration
    Any controversy or claim arising out of, or relating to Buyer's purchase, use or supply of goods by BSA to Buyer, including, without limitation, arbitrability and any dispute concerning the scope of this arbitration clause, shall be settled by binding arbitration, using one neutral arbitrator. The binding arbitration shall be held in Kaltenkirchen, using the English language and being administered by the International Chamber of Commerce using its rules and applying the substantive and procedural law of Germany without regard to its conflict of law rules. Judgement upon the award in any arbitration rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

Blue Sky Alliance GmbH Kisdorfer Weg 36 - 38 24568 Kaltenkirchen Germany
January 2010