AGB

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Contractual Basis for the Leasing of IBCs
(Intermediate Bulk Container)

Summary
§ 1 Rental contract
§ 2 Durationand cancellation of contract
§ 3 Lease costs, billing and payment
§ 4 Delivery and acceptance
§ 5 Leesee’s right of disposal, receipt, use and maintenance of the rental property
§ 6 Maintenance and periodic testing during the lease period
§ 7 Termination of the lease and return of the rental property
§ 8 Liability and insurance
§ 9 Written form
§ 10 Severability clause
§ 11 Law and jurisdiction

Content

§ 1 Rental contract
a.) Liquid CONcept GmbH & Co. KG (hereinafter “Owner”) rents IBCs (hereinafter “Rental Objects”) to companies (hereinafter “Lessees”) exclusively for personal use

b.) The current general terms and conditions are documented on the website www.liquidconcept.eu and will be presented as an attachment with the offer. The contract terms shall be construed as binding conditions of the rental relationship, and differing arrangements require written documentation and the approval of both partners. A unilateral declaration by the Lessee is non-binding, even if the Owner does not explicitly object to the declaration.

c.) The basis and component of the rental contract is the version of the “Contractual Basis for the Leasing of IBCs” that is current as of the date of the contract. The current and applicable version can be found on the website www.liquid-concept.eu. The rental contract contains the stipulated economic framework, the technical equipment and all additional agreements. Unlisted elements are considered not agreed upon.

d.) Upon receiving the signed rental contract from the Owner, the Lessee agrees to immediately return the contract to the Owner with his/her own legally valid signature. Otherwise, the Owner reserves the right to terminate the contract without notice. However, the validity of the rental contract is not dependent on the signature of the Lessee and shall be regarded as agreed to upon receipt of the offer.
Stand 10/2007

§ 2 Duration and cancellation of contract
a.) The rental period begins on the date of the signing of the rental contract, but the date the Lessee takes possession of the rental property is binding. If the Lessee does not take possession of the rental property, the rental period will begin on the second business day after the Lessee has been notified of its allocation.

b.) The rental period ends on the date of the return of the rental property to the agreed return depot in perfect technical condition, as defined by the technical parameters documented in §5d as well as the container interior requirements described in §7.

c.) If the condition of the returned units does not comply with the terms of the contract, then the day on which the defects are repaired will be considered the official end of the lease period.

d.) Only service providers that have been expressly authorized in writing by the Owner before commencement of the work are allowed to correct defects.

e.) Open-ended leases require a notice of termination.

f.) Cancellations must be made in writing, and the date of the Owner’s receipt of the notice will be applied.

g.) Non-cancelled, fixed-term leases will automatically renew for the length of the contract period, not to exceed one year.

h.) The following cancellation notice periods apply for leases:
– Open-ended leases: 10 working days
– Leases for less than 12 months: 1 month
– Leases for longer than 12 months: 3 months

i.) The Owner and Lessee both have the right of immediate cancellation for just cause. The following non-exhaustive list of causes qualify as just causes:
– If the initiation of insolvency proceedings against the assets of the Lessee are not reversed within 6 weeks.
– If the Lessee does not return the signed rental contract to the Owner, despite a written request.
– If the lease is at risk due to neglect or destruction.
– If the rental property is endangered by the Lessee’s loss of rights.
– If there is a payment default in accordance with § 3f.

§ 3 Lease costs, billing and payment
a.) The rent is payable immediately upon receipt of the invoice.

b.) The currency specified in the rental contract for the payment of all services is binding.

c.) The Lessee is required to pay the separately calculated VAT to the Owner in accordance with the relevant statutory provisions.

d.) All services which are not explicitly agreed to in the rental contract shall be

e.) The rent is payable immediately upon receipt of the invoice.

f.) Failure to pay within 30 days of the receipt of the invoice and after written notice of an adequate period of time, the Owner can proceed as follows:
– Immediate termination of lease
– Requirement of advance payment for the remaining term of the contract
Further claims for damages against the Lessee are not affected by these measures.

g.) All taxes, fees and charges incurred in the operation and implementation of transport will be assumed by the Lessee, who operates the rental property at his own expense and for his own use.

h.) Except for undisputed or legally valid claims, the Lessee may not offset any rent receivables with a counterclaim or make a right to retention.

§ 4 Delivery and acceptance
a.) On the basis of the Lessee’s written statement concerning the nature and
characteristics of the good or product to be stored or transported, the Owner will verify the material compatibility based on the approval of the BAM (Federal Institute for Materials Research and Testing) or another approved agency or company. He will inform the Lessee in writing of the results and this will serve as the limit on the manufacturer’s liability. This does not relieve the Lessee of his obligation to assure the material compatibility of the product with the tank material (or lining) and all instruments coming into contact with the product, as well as the statutory regulations, before using the rental property.

b.) The Lessee is obliged to assure the proper condition of the rental property in terms of cleanliness and the absence of rust, oil, dirt, moisture or residual products upon delivery or pickup and to document any irregularities in the accompanying condition report. With the exception of hidden defects, all complaints must be presented to the Owner in writing before use or no later than 2 business days after delivery of the units. Otherwise, the units will be regarded as accepted free of defects. Steel discoloration and condensation are not considered defects unless this was expressly stipulated in the rental agreement. The Lessee has the right to receive a cleaning certificate for the units from the Owner upon request.

c.) If hidden defects appear which demonstrably could not have been discovered in the context of a proper inspection, the Owner must be notified of the defects no later than 2 work days after detection; otherwise, the units will be considered accepted free of defects.

d.) By defects acknowledged by both parties, the Owner is obliged to bring the units into perfect condition within 8 working days or to arrange for replacements during this period. If no agreement can be reached between the parties on the status of the units, an independent expert will be called in whose verdict will be binding for both parties. These costs will be borne equally.

§ 5 Leesee’s right of disposal, receipt, use and maintenance of the rental property
a.) The Lessee may not rent, pawn, pledge or otherwise use the rental property in exchange for a fee. The Lessee is not entitled to a lien or right of retention. In the event that third parties assert a lien, the Lessee must pay the transfer costs.

b.) Technical alterations, as well as defect rectifications undertaken by the Lessee in accordance with his obligation to keep the units in working order, may only be carried out with the written consent of the Owner. This is particularly true for actions on the container and on all significant components of the units. The costs of defect rectifications and for the replacement of missing equipment are to be borne by the Lessee..

c.) At the time of return, the Lessee must return the units in the same physical

d.) Except for technical defects produced by contractually and functionally accordant use of the units, for which the Lessee is required to furnish proof, the Lessee is responsible for all damages. The lease period will continue during the time that the required measures are taken. The following is a non-exhaustive list of potential defects and charges:
– Internal and external damage to the container (corrosion, dents, etc.) or the lining (if applicable).
– Damaged or missing equipment.
– Damage to the insulation and heating equipment (if applicable).
– Cleaning of the interior of the container (if necessary).
– Transport costs to and from the effective depot.

e.) The Lessee is responsible for ensuring that the rental property complies with all legal, regulatory, and especially hazardous material and storage regulations.

f.) In the event of changes in public regulations during the term of a lease, the Owner is fundamentally not responsible for technically necessary modifications.

g.) Exceptions are made for leases in which a specific use provision is stipulated for which the rental property was, however, not exclusively made, or the cargo is subject to a change in regulatory arrangements and the Lessee can prove that he did not have and could not have had knowledge thereof. In this case, the Owner is obliged to make the required technical adaptations to the rental property or provide suitable replacement , but he is authorized to obtain a higher rental price. If the Lessee does not agree to the higher rental price, he can exercise an extraordinary right of termination.

h.) Leases for which the rental property was exclusively produced – or significantly altered – for a specific application preclude the Lessee of the right to terminate. These following cases are excluded:
– If the Lessee offers to have the measures to adapt to the changed requirements properly carried out at his own expense.
– If the Lessee can prove that the Owner could have re-leased the units elsewhere.

i.) The Lessee is obliged to carry out repairs and technical modifications such that legal provisions and standard requirements for the operation and transportation of the rental property are met.

j.) The Owner reserves the right to have the rental property inspected by an expert or to inspect it himself after a reasonable notice period. If the Owner has information indicating use of the property that does not conform to the contract, the notice period is unnecessary.

§ 6 Maintenance and periodic testing during the lease period
a.) For rental property that is used for the storage or transport of hazardous materials as defined in the hazardous goods regulations, a legally prescribed WHP (re-examination) must be carried out. After due notice by the Owner at least 60 days before the review period, the Owner and Lessee must agree on the depot at which the WHP will be carried out. The Lessee is responsible for all costs incurred for missing the announced inspection time. Rental property which is filled at the time of the examination can be emptied before being subjected to the proposed WHP.

b.) The inspection fees will be borne by the Owner.

c.) All costs associated with preparations for the test (e.g. cleaning) and the removal of damages (from normal wear and tear) will be charged to the Lessee.

d.) If the Lessee carries out or commissions a WHP, he must have a certificate of inspection issued and sent to the Owner.

e.) For rental property equipped with additional electrical equipment, an examination of the installations according to BGV A3/VDE 702 (Ordinance on Industrial Safety and Occupational Health and Safety Regulation) shall be conducted. The Lessee is responsible for all costs incurred for the audit in accordance with BGV A3/VDE 702 as well as for any costs incurred by missing the announced inspection. If the operating permit for the rental property is invalidated due to skipping or missing the examination, the Lessee has no right to immediate termination and the lease retains its validity.

§ 7 Termination of the lease and return of the rental property
a.) Superordinate to the provisions set out in §2, the lease ends only when the rental property is returned to the contracted depot in the following condition:
– Completely emptied with no product remnants or deposits.
– The inner container, all of the equipment and the outer cover are all in the same state of cleanliness as documented at the time of leasing.
– The container and all equipment are free of defects and in good working condition.

b.) For incongruities in the condition of the rental property between when it was leased and upon its return, the Lessee is responsible for re-establishing the original condition of the rental property and bears the costs of incidental cleaning and repairs. The condition of the rental property as well as that of the associated equipment is manifested by the input report, the costs of which are borne by the Owner.

c.) The Owner will inform the Lessee of the incongruities in writing and the Lessee is required to rectify the damages within a reasonable period of time. If he does not, the Owner will commission the repair work and invoice the costs to the Lessee.

d.) The Owner is required to bear the costs for the repair of damage caused by a reasonable degree of wear resulting from contractual and proper use. The Owner must inform the Lessee in writing of damages beyond a reasonable level for contractual use under §538 BGB. The Lessee must then provide proof of contractual use and proper treatment. Appropriate treatment and utilization as specified in the contract generally preclude the following damages:
– Any damage to fixtures, equipment, furnishings and gaskets.
– Cracks, dents and corrosion in the container or the frame.
– Damage (including corrosion) of the heating system, its controls or the insulation.

e.) The Owner will provide the Lessee with a cost estimate for repairing the damage. The Lessee is obliged to commission the repair work and can verify the appropriateness of the measures by visual inspection in advance.

f.) The Owner is authorized to order the repair measures (including cleaning) at the Lessee’s expense if the Lessee a) has not commissioned the repairs himself within 2 weeks, or b) has not declared his willingness to assume the costs within a week and the Owner has already unsuccessfully set a one-week deadline to repair the damages.

g.) The Lessee must supply comprehensive information regarding the last product to the Owner in writing. For hazardous materials, an MSDS (Material Safety Data Sheet) is to be completed.

h.) If the contract parties cannot agree on the status of the rental property and the corresponding responsibility for covering the costs at the end of the contract, an independent evaluator will be appointed whose assessments are binding for Owner and Lessee. The Owner will propose an evaluator to the Lessee and notify him that if he does not respond within 5 working days, the Owner is entitled to authorize the evaluator on behalf of both parties. The costs of the evaluation will be distributed according to the cost absorption obligations as decided by the evaluator.

i.) Concealed damages that were not identified and documented in the receiving inspection must be immediately indicated to the Lessee in writing by the Owner. The Owner will also request a joint determination of the detected damage. If the Lessee fails to comply within 10 working days of notification of a joint determination, the notification of the concealed damages will become binding for the Lessee, who is then obliged to assume the costs.

§ 8 Liability and insurance
a.) The Lessee must insure the rental property against the risk of loss, damage and destruction for the duration of the rental contract, because he is responsible for the rental property during this time. The Lessee is obliged to provide a copy of the original insurance coverage policy upon request by the Owner.

b.) The Lessee pledges not to load the rental property with products likely to damage it.

c.) The Lessee is liable for all damage to the rental property and equipment during the period that the units are in his sphere of responsibility.

d.) The Lessee is responsible for the observance of all regulatory and statutory directives and regulations and he is liable to the Owner for this.

e.) The Lessee is liable for all damage to the container, frame or other equipment that in the course of loading and unloading or heating. The Lessee is responsible for ensuring the material compatibility of the product being loaded or transported with the material of the container. An exemption from this liability is excluded even if it is apparent that the rental property is inadequately or not at all suitable according to the regulatory and statutory directives and regulations. The Owner is not liable for lost or damaged cargo unless the Lessee can provide evidence of technical defects or faulty construction in the rental property, in which case the Owner would then be responsible.

f.) The maximum liability of the Owner is limited to one year’s rent. If the lease period is shorter than a year then the Owner’s maximum liability is twelve times the value of one month’s rent. These restrictions do not apply in the following cases: deliberate intention, breach of a contractual obligation, or injury to health or life.

g.) The Lessee must immediately notify the Owner in writing in the event of a total loss (whether because the repair costs exceed the value of the unit or the unit is unrecoverable), and the facts must be verified by inspection or by valid documents proving total loss.

h.) The Lessee is obliged to pay the stated present value of the rental property to the Owner within 30 days of being billed. The end of the lease term is the last day of the month in which payment of the present value is received by the Owner.

i.) To determine the present value of the rental property, the original value upon the date of manufacture and the date of damage or loss are used as the basis. The following percentage values calculated from the date of manufacture apply as present value:
up to 11 months 100%
12 to 23 months 95%
24 to 35 months 89%
36 to 47 months 82%
48 to 59 months 74%
60 to 71 months 66%
72 to 83 months 57%
84 to 95 months 48%
96 to 107 months 38%
108 to 119 months 28%
more than 120 months 17%

j.) Upon receipt of the present value payment, the rental property becomes the property of the Lessee, who is obligated to neutralize the unit at his own expense (i.e. removal of the Owner’s identification marking).

k.) If the Owner is able to present an adequate replacement for the remaining term of the lease that is similarly technically equipped, the Lessee has the right to decide whether or not he wants to exercise this option. He is under no obligation to do so.

§ 9 Written form
Amendments and supplements to this contract must be in written form. This also applies to a change in §10 itself.

§ 10 Severability clause
If any provision of this agreement is or becomes void, invalid or unenforceable, it shall not affect the validity of the remaining provisions. The contracting parties commit to replace the invalid or void provisions with a valid provision that comes closest to the intended legal and economic result of the invalid or void provision. The same applies if the contract contains a gap.

§ 11 Law and jurisdiction
a.) This contract shall be governed by German law.
b.) The place of jurisdiction is Hamburg.