GENERAL TERMS & CONDITIONS.

General Selling Terms and Conditions of DHC Solvent Chemie GmbH (“DHC”)

As per August 2022

1. General

1.1 Our General Selling General Terms and Conditions (hereinafter referred to as "GTC") shall apply exclusively and shall be an integral part of each contract concluded between us and the Purchaser. In case of regular business relationships, they shall also apply to all future transactions without the need for a renewed reference to the GTC. Conflicting, additional or other deviating terms and conditions of the Purchaser shall not become part of the contract, even if they are not expressly contradicted. Such conditions of the Purchaser shall only apply if they have been confirmed by us in writing (Section 126 German Civil Code (“Bürgerliches Gesetzbuch”, “BGB”)). The GTC shall only apply to purchasers who are entrepreneurs within the meaning of Section 14 BGB, legal entities under public law or special funds under public law.

1.2 Our GTC shall also be applicable if we perform the delivery or service without objections despite knowing of such conflicting or differing conditions. At the latest on acceptance of our delivery, our GTC shall be regarded as accepted, even if the Purchaser referred to his own conditions on signing of contract.

1.3 These GTC can also be downloaded from the DHC website at www.dhc-solvent.de .

2. Offers, Order Acceptance

Our offers are made without legal commitment. Orders shall be held accepted when confirmed by us in writing or carried out by sending the merchandise to the ordering party. Any verbal agreements made before closing of contract shall be invalid. Verbal amendments or additions to the contract shall be applicable only after confirmation in writing (Section 126 BGB)

3. Prices, Price Adjustments

3.1 The deliveries shall be invoiced at the agreed prices.

3.2 If the goods are contractually not to be delivered until more than four (4) months after conclusion of the contract or if the performance is based on a continuing obligation and the Purchaser is not at the same time an intermediary (“Zwischen-händler”), the following shall apply: We reserve the right to adjust our prices appropriately if cost changes occur after conclusion of the contract, in particular due to collective wage agreements or price increases of the upstream suppliers. This applies in particular if, after the conclusion of the contract, new taxes, fees, customs duties or other government-imposed levies are payable on products purchased from us (namely for their production and/or their import or export). We shall only be entitled to increase the price if, taking into account all relevant cost elements, there has actually been an increase in the total costs. A total cost increase entitling us to a price increase does not exist if and to the extent that a cost increase which has occurred in a certain cost area is compensated by cost reductions which may have occurred in other areas. Cost increases for which we ourselves are responsible or which result from circumstances for which we ourselves are responsible shall not be taken into account. If the total costs increase, the price adjustment permitted to us shall be limited to the proportion by which the costs have increased according to the above overall assessment. If, within the scope of the overall consideration, the cost reductions exceed the cost increases, we shall be obliged to reduce the prices promptly by this proportion. Upon request, we shall at any time - also in the run-up to the conclusion of the contract - name the relevant cost elements and explain their price-forming weighting in detail and conclusively. At the same time as the notification of the price adjustment intended by us, we shall conclusively explain the reasons for the price adjustment to the Purchaser. If the price adjustment leads to an increase of more than 5% of the total price, the Purchaser shall be entitled to extraordinary termination.

3.3 The prices are plus VAT at the applicable statutory level.

4. Payment, Securities, Offset and Right of Retention

4.1 Payment shall be made in accordance with the agreement entered into without discount. In case a term of payment is not agreed, payment shall be due without delay after receipt of invoice. The place of fulfilment for the payment obligation is Mülheim/Ruhr.

4.2 In the event of delay in payment, dispute of the claim, or other serious breaches of contract, we may at any time revoke a respite granted or the granting of a period for payment. We shall also be entitled to revocation in the event that there are serious reasons to believe that there is a major impairment of the asset situation of the Purchaser and this suspicion is not immediately refuted despite a request to this effect.

4.3 Under the conditions of clause 4.2, we are entitled to make further deliveries dependent on advance payments or to temporarily suspend the fulfilment of all existing delivery obligations, including those where there is no default in payment, provided that there is no disproportionality within the meaning of Section 320 subsection 2 BGB, and to demand damages or to withdraw from the contract after the expiry of an appropriate grace period without results. In addition, we shall be entitled, after the fruitless expiry of a reasonable period of grace, to demand the return of our goods delivered under retention of title without having to withdraw from the contract; in this case, the Purchaser may only demand new delivery after full payment. Section 321 BGB remains unaffected.

4.4 The Purchaser shall only be entitled to assert a right of retention or to offset if his counterclaim is undisputed, legally established or recognised by us and is in a reciprocal relationship with a claim of ours within the meaning of Section 320 BGB.

5. Incoterms

If Incoterms have been agreed, Incoterms shall apply in the applicable version at the date of delivery.

6. Delivery, Place of Performance, Passing Risk

6.1 Unless otherwise agreed, our delivery is in all cases as per FCA Incoterms 2020 ex delivery warehouse in our production sites (the “delivery point”). Our delivery obligation is fulfilled with transfer of the goods to the forwarding agent / haulage contractor. The risk shall pass upon loading/filling of/into the merchandise into the transport facility of the Purchaser. This shall also apply, if the arrangement includes freight paid delivery. If dispatch has been delayed for reasons for which the Purchaser is responsible the risk shall pass upon communication that the merchandise is ready for dispatch.

6.2 Unless otherwise agreed, we determine the mode, route and means of transport, taking account of the reasonable interests of the Purchasers as known to us. We will obtain insurance cover for the delivery only at the explicit request of the Purchaser, whereby costs are to be borne by Purchaser.

6.3 In the event of default in acceptance on the part of the Purchaser, we shall be entitled to store such quantities at the Purchaser's risk and cost, and to invoice him for such quantities as being delivered, including all subsidiary costs, or to rescind the contract, or to claim damages.

6.4 We shall be liable for compliance with delivery deadlines only if we explicitly gave an assurance of delivery deadline in writing.

7. Use of the Goods

The Purchaser is responsible for use of the goods for the intended tax and customs permitted purpose, and for the recipient within the meaning of tax law having the necessary customs permit. He shall be liable, regardless of culpability, for tax and customs dues including any interest and surcharge payments that we or the manufacturer, if we are not the manufacturer, may have to pay due to use of the goods in a manner contrary to the intended purpose, or due to lack of customs permits. The Purchaser shall indemnify us and/or the manufacturer for any penalty and/or administrative fines imposed, provided that the imposition of such fines is not imputable to us and/or the manufacturer. This shall also apply if a penalty/administrative fine is imposed against a responsible person of DHC and/or the manufacturer.

8. Means of Transports and Containers

8.1 In case DHC shall carry out the transport of the merchandise the Purchaser shall empty means of transport (road tank trucks, tank wagons, tanker ships, tank container) and containers of DHC without delay, not later than within two (2) hours by using road tank trucks, 71 hours by using tank wagons and 15 hours by using tanker ships on their arrival at the place of reception. Failing to do this, he must pay the standard demurrage fees or stall money and packing rentals. The Purchaser shall be held responsible for damage or loss of means of transport or leased containers let to him or a third party named by him starting from the day of dispatch to the day of return at the return address nominated by us.

8.2 Where the Purchaser is to provide the means of transport and tanks, he shall send them in suitable means to the agreed filling point at his own risk, in due time and free of charges for freight and expenses. We shall be entitled to send back any damaged or unsuitable means of transport and tanks to the Purchaser at the latter's risk and expense, and instead of these to provide and dispatch leased or own means of transport and tanks, at a reasonable charge. We shall not be liable for any impurities in the product or other damage caused by the Purchaser's means of transport and tanks not being clean, or other deficiencies in their condition.

9. Force Majeure

9.1 If a party is temporarily prevented from performing due to force majeure (e.g. industrial disputes, operational disruptions due to fire, water or comparable external circumstances, war or terrorist conflicts, natural disasters, diseases, epidemics, pandemics, official measures and other unforeseeable, extraordinary events for which the respective party is not responsible), the mutual performance obligations shall be suspended for this period and neither party shall be in default. If the performance of one or both parties is delayed by more than four (4) months as a result, both we and the Purchaser shall be entitled to withdraw from or terminate the respective contract. The party affected in each case is obliged to inform the other party immediately as soon as circumstances exist which may constitute a case of force majeure in accordance with sentence 1. Statutory rights of withdrawal and any claims under Section 645 BGB shall remain unaffected.

10. Frustration of Contract

The usability and efficiency of the delivered goods for the purposes of the Purchaser shall not form the basis of the contract within the meaning of Section 313 (2) BGB.

11 Reservation of title

11.1 The ownership of the delivered goods shall remain reserved until full payment of the purchase price - including any previous deliveries. Any processing of the reserved goods shall be carried out on our behalf as the manufacturer, so that we shall acquire direct ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. If we do not acquire such ownership during processing or if the goods delivered by us are mixed or blended with goods of the Purchaser, the Purchaser hereby transfers to us any ownership/co-ownership of the goods in the ratio of the proportionate value of the goods delivered by us to the value of the other goods. Retained goods shall be stored with the care of a prudent businessman. They may only be sold in the ordinary course of business, but may not be pledged or transferred by way of security.

11.2 If the goods are onward before full payment, the purchase price claim shall take their place, which is already assigned to us by way of security. In the event of onward sale together with other goods or after inseparable mixing/blending, the advance assignment shall only apply in the amount of the gross invoice value of our reserved goods. The Purchaser is entitled to collect the assigned claim (revocable at any time) as long as he fulfils his obligations towards us or no significant deterioration of his assets occurs. The assigned claim may not be used as loan collateral or assigned by way of factoring. If the right to collect has ceased to exist, the Purchaser shall name his debtors upon first request and hand over to us all documents necessary for the collection of the claim. We undertake to release the securities to which we are entitled at the Purchaser's request insofar as the realisable value of our securities exceeds our claims against the Purchaser to be secured by more than 10%; the choice of the securities to be released is incumbent on us.

11.3 If goods subject to retention of title or receivables assigned in advance are endangered by compulsory execution measures of third parties or in any other way, the Purchaser shall inform us thereof without delay and transfer the documents needed for our intervention.

12. Warranty

12.1 All sample and analysis data give only non-binding indications of the average characteristics of the goods, except where certain characteristics are explicitly agreed in writing. Variations in characteristics and appearance that are usual in commerce give no entitlement to make claim for defects.

12.2 Notifications of defects with regard to quality, wrong deliveries and quantity deviations, insofar they can be established by reasonable checks, have to be ascertained without delay, however, not later than within three (3) days after receipt of the merchandise at the place of destination, in the case of hidden defects with regard to quality within three (3) days after identification. Upon expiry of this period the merchandise shall be considered to have been approved. Return of the merchandise shall only be permitted after this has been agreed with us.

12.3 In the case of defective deliveries, we may initially, at our discretion, make a subsequent delivery or rectify the defect (subsequent performance). Both variants of subsequent performance are excluded if they both involve disproportionate costs for us within the meaning of Section 437 (4) BGB.

12.4 Recourse claims of a Purchaser against us pursuant to Sections 445a, 478 BGB (recourse of the contractor) exist only insofar as the Purchaser has not entered into an agreement with its customer that goes beyond the statutory claims for defects. If only entrepreneurs are involved in the supply chain, including the last purchase contract, the rights of the Purchaser under Section 445a BGB against us shall only exist if we are at fault in this respect.

13. Liability; Limitation period

13.1 Our liability for fault – on whatever legal grounds - shall be limited by the following provisions.

13.2 We shall be liable - irrespective of the legal grounds - exclusively

a) for simple negligence on our part or on the part of one of our vicarious agents, insofar as a breach of a material contractual obligation ("cardinal obligation") is involved; or

b) in the event of gross negligence or intent on our part or on the part of one of our vicarious agents.

Material contractual obligations are the obligation to deliver on time and free of defects as well as advisory, protective and custodial obligations which are intended to enable the Purchaser to use the goods for their intended purpose or which are intended to protect the life and limb of the Purchaser's personnel or third parties or the Puchaser's property from significant damage.

13.3 Insofar as we are liable for damages on the merits pursuant to clause 13.2 a) due to the breach of a cardinal obligation, without gross negligence or intent being present, this liability shall be limited to the typical extent of damage that we foresaw as a possible consequence of a breach of contract at the time the contract was concluded or should have foreseen taking into account the circumstances that were known to us or that we should have known when exercising due care. In this case, we shall be liable exclusively for the direct damage to the exclusion of indirect damage such as consequential financial loss, in particular loss of profit. Likewise, we shall not be liable in this case for pure financial loss.

13.4 In the event of liability pursuant to clause 13.2 a) without gross negligence or intent, our liability to pay compensation for property damage shall be limited to an amount of € 100,000 per claim, however, to a maximum of twice the invoice amount excluding value added tax relating to the defective goods, in addition to the limitation in clause 13.3.

13.5 The above exclusions of liability and limitations shall be applicable to the same extent for the personal liability of our corporate bodies, legal representatives, staff and other persons employed for the fulfilment of contract.

13.6 The limitations of liability in this clause 13 do not apply to our liability for guarantees given, in the event of injury to life, limb or health or in accordance with mandatory statutory provisions such as the Product Liability Act.

13.7 All claims for defects and liability on the part of the Purchaser shall become statute-barred one year after the statutory commencement of the limitation period - unless otherwise provided for in the provisions of this clause 13 - unless claims are asserted on the basis of manufacturer's liability pursuant to Section 823 et seq. BGB. In this case, the statutory limitation period shall apply.

13.8 If the Purchaser or another customer in the supply chain has fulfilled claims of its purchaser due to defects in newly manufactured goods delivered by us and if the last transaction in the supply chain is a consumer sale, the limitation period for claims of the Purchaser against us under Sections 437, 445a (1) BGB shall become statute-barred at the earliest two months after the point in time at which the Purchaser or the other customer in the supply chain has fulfilled the consumer's claims, unless the Purchaser could have successfully invoked the defence of limitation against its contractual partner. The statute of limitations for the Purchaser's claims due to defective goods delivered by us shall apply in any case insofar as the claims of the Purchaser's contractual partner against the customer due to defects of the goods delivered by us to the Purchaser have become statute-barred.

13.9 Claims of the Purchaser against us arising from the breach of contractual, pre-contractual or statutory obligations which do not constitute a material defect pursuant to Section 434 German Civil Code (BGB) of the goods to be delivered or delivered by us shall become statute-barred within one year from the statutory commencement of the limitation period. Insofar as the aforementioned breaches of duty constitute a material defect pursuant to Section 434 BGB of the delivered goods, the provisions set out in clause 13.8, 13.9 and 13.11 shall apply to the limitation of claims based thereon.

13.10 The provisions set out in clauses 13.8 to 13.10 shall not apply to the limitation of claims based on injury to life, limb or health or to the limitation of claims under the Product Liability Act or based on defects of title in the goods delivered by us which consist in a right in rem of a third party on the basis of which the surrender of the goods delivered by us can be demanded. Furthermore, they do not apply to the limitation of claims of our Purchaser which are based on the fact that we fraudulently concealed defects in goods delivered by us or in services rendered by us or that we intentionally or grossly negligently breached an obligation. In these cases, the statutory limitation periods shall apply to the limitation of these claims.

14. Exclusion of liability for information, specimens

In deviation from clause 13, information on the processing and application possibilities of our products, technical advice and other information not subject to separate remuneration shall be provided to the best of our knowledge, but - insofar as this is not expressly part of the contractually agreed scope of performance owed by us and insofar as information or advice in breach of duty does not constitute a material defect in accordance with Section 434 BGB of the goods delivered by us - without obligation and to the exclusion of any liability; Samples and specimens are only approximate with regard to analysis and properties and represent non-binding illustrative documents, unless binding force has been expressly agreed.

15. Data Protection

15.1 DHC hereby advises that it will process any personal data that DHC receives from the Purchaser according to the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (Bundesdatenschutzgesetz, "BDSG"). The processing (including transfer to third parties) will take place only if and to the extent it is necessary for the creation, performance or termination of a contract, for compliance with a legal obligation or permission, or if the Purchaser has given consent to the processing.

15.2 If DHC engages the Purchaser for the processing of personal data on behalf of DHC or if personal data is transferred to it for other purposes, the Purchaser hereby undertakes to comply with all applicable legal provisions, in particular data protection laws, and if required by such provisions to enter into an additional agreement with DHC in that regard (e.g. an agreement pursuant to Article 28 GDPR for data processing by the Purchaser as controller on DHC's behalf or an arrangement pursuant to Article 26 GDPR between the Purchaser and DHC to act as joint controllers).

16. Business Policy Principles of DHC (Code of Conduct) / Human Rights/Bribery / Corruption and Money Laundering

16.1 The Purchaser acknowledges the principles of DHC's business policy contained in the Code of Conduct of BP Europa SE applicable throughout the group and undertakes to observe and comply with these principles during the performance of the contract. The Purchaser shall furthermore ensure that any sub-contractors it engages also agree to observe these principles. The Code of Conduct is available on BP Europa SE’s website at www.bp.com/de.

16.2 The Purchaser hereby confirms that it has carefully read the group-wide "Business and human rights policy", which is available on the website of BP Europa SE at www.bp.com/Humanrights.

In connection with the Purchaser's performance of the contract and consistent with these principles, the Purchaser shall conduct its business in a manner that respects the rights and dignity of all people and internationally recognised human rights, including without limitation:

a) not employing, engaging or otherwise using forced labour, trafficked labour or child labour; nor engaging in or condoning abusive or inhumane treatment of workers;

b) providing equal opportunities, avoiding discrimination and respecting freedom of association of workers, in each case within the relevant legal framework; and

c) mitigating or avoiding adverse impacts to the general public arising from the Purchaser's activities as far as possible.

16.3 The Purchaser acknowledges that DHC has a zero tolerance policy towards bribery, corruption and money laundering. The Purchaser confirms and agrees that – in relation to the contract with DHC – it will comply with all anti-bribery and corruption and anti-money laundering laws and regulations applicable to both the Purchaser and DHC. In this context the Purchaser warrants that neither the Purchaser itself nor any of its owners, managing directors, senior employees, employees or other persons engaged by it, such as vicarious agents, commercial agents or other intermediaries, make, offer or promise any payments including bribes (also referred to as "Facilitation Payments") or grant any financial or other inappropriate inducements of any kind in connection with the conclusion and the implementation of the contract with DHC, which are or may be viewed as illegal practice or bribery (collectively referred to as "Inducements") whether directly or indirectly to third parties such as, for instance, private persons, commercial organisations, public officials or persons entrusted with special public service functions for the purposes of Section 11 nos. 2 and 4 of the German Criminal Code (Strafgesetzbuch) ("Public Persons"), political parties, representatives of a political party or candidates for public office (collectively referred to as the "Beneficiaries") in order to procure public or private actions or decisions in connection with contract with DHC, or accept or allow such payments, bribes or inducements to be promised to them by Beneficiaries (hereinafter collectively referred to as "Anti-Corruption Obligations"). Facilitation Payments mean payments or other benefits provided to a Public Person which are not provided for by law and which are made for purposes of causing the Public Person to expedite or carry out an official act for which an entitlement exists, in principle, in accordance with applicable law.

16.4 The Purchaser is obliged (a) to notify DHC in detail and in writing of any breach of the Anti-Corruption Obligations within the context of the performance of the contract with DHC without undue delay; (b) to ensure that the Anti-Corruption Obligations are complied with and to monitor compliance; and (c) in the event that the Anti-Corruption Obligations are breached, to permit DHC to have all books and records that are connected with the contract with DHC and the Anti-Corruption Obligations audited for a possible breach of the Anti-Corruption Obligations by a person subject to professional confidentiality obligations and engaged by the Purchaser (e.g. auditors) and to permit them to have copies of such books and records made. If the audit reveals that the Purchaser has breached the Anti-Corruption Obligations, DHC shall have a claim for reimbursement of any audit costs incurred by it.

16.5 In the event that DHC has legitimate reasons to suspect that the Purchaser has breached the obligations under this clause 12, DHC shall be entitled to rescind from the contract or terminate any contract for the performance of a continuing obligation constituted with immediate effect or to withhold payments or any other performance owed, without prejudice to other rights.

17. Confidentiality

In addition to any other confidentiality agreements in force between the parties, the following shall apply:

17.1 The Purchaser is obliged to treat all information that it receives as part of preparations for or implementation of the contract with DHCE as confidential. This obligation continues to apply beyond the end of the business relationship; it expires within ten (10) years from the end of the business relationship. This obligation does not apply to information that is or becomes part of the public domain or that the Purchaser becomes aware of without violating any internal or external confidentiality obligations (e.g. information received from a third party without being subject to confidentiality or gained from the Purchaser's own independent efforts).

17.2 All documents provided by DHC (e.g. plans, drafts, specifications, technical drawings) remain the property of DHC. They may not be made accessible to third parties and must be returned to DHC in full without special request once the contract has been completed. The specialist workers and sub-contractors commissioned by the Purchaser are not considered to be third parties if they have agreed to be bound to the same confidentiality obligations in relation to the Purchaser.

17.3 The Purchaser shall be liable to DHC for all loss or damage incurred by DHC due to any breach of these confidentiality obligations by the Purchaser or its vicarious agents, unless the Purchaser is not responsible for such

18. Publications, Advertisement

The Purchaser is not entitled itself or in conjunction with third parties to use any information, article, photograph, illustration or any other material of whatever kind relating to the contract with DHC in publications or for advertising purposes without DHC's prior written consent. This requirement shall also apply to the use of DHC's IP rights (such as patents, trademarks, copyrights and other related rights). Such consent requirement shall apply to each individual use.

19. Transformations or Change of Control at the Purchaser

The Purchaser shall notify DHC in writing of any transformation measures affecting the Purchaser – in particular pursuant to the German Transformation Act (Umwandlungsgesetz) and comparable legal provisions in other jurisdictions, e.g. mergers, divisions (Spaltungen) and changes of legal form – as well as transactions by virtue of which a third party is able to exercise a controlling influence (within the meaning of section 17 AktG) on the Purchaser. In such case, DHC reserves the right to rescind from the contract that has not yet been performed in full or to terminate any contract for the performance of a continuing obligation constituted with immediate effect if DHC, taking into account all circumstances of the specific case and weighing the interests of both parties, cannot reasonably be expected to uphold the contract or the contract for the performance of a continuing obligation constituted until the agreed end or until the expiry of a notice period. This shall in particular apply in the event that a direct competitor of DHC acquires a controlling influence over the Purchaser.

20. Digital Security

The Purchaser shall protect the data of DHC at all times and ensure that its employees handle such data in accordance with the statutory and contractual requirements. The Purchaser shall deploy state-of-the-art data and information security systems and processes for this purpose. This includes in particular implementing the technical and organisational measures set out below and deploying the following security systems, including control and monitoring mechanisms:

• firewalls and secure web gateways to protect the Purchaser's networks and IT systems from access via the Internet and other external networks;

• a secure configuration of networks, IT systems, applications and devices, including encryption of portable devices and removable media;

• physical and logical access controls that restrict access to authorised users and only to the extent necessary to provide the agreed services;

• malware protection software that prevents the infiltration of malware into the IT systems, networks and devices of the Purchaser;

• patch management processes to identify, assess and install security patches on the IT systems, applications and devices; and

• training and sensitising the Puchaser's staff with regard to information security and handling corporate data in compliance with the specifications in these GTC.

The Purchaser shall notify DHC without undue delay of any actual, threatened and/or suspected unauthorised or unlawful access to data of DHC, processing, deletion, loss, damage or disclosure thereof; and any accidental loss of DHC's data (hereinafter collectively referred to as an "Security Incident") at info@dhc-solvent.de . If a Security Incident referred to in this clause 20 occurs, the Purchaser shall at its expense provide all necessary assistance as requested by DHC, including in the form of notifications that may be required under applicable law.

21. Unlawful Restriction of Competition

If the Purchaser intentionally or negligently participates in agreements, decisions or concerted practices which have as their object or effect the prevention, restriction or distortion of competition (e.g. price-fixing, market-sharing) or intentionally or negligently breaches other provisions of antitrust law and if this (also) affects the contract with DHC, then the Purchaser shall pay to DHC liquidated damages in an amount equal to 15% of the net amount of the contract with DHC, unless the Purchaser can prove that the loss or damage incurred by DHC is lower (in which case such lower amount shall be paid to bp) or that DHC has not incurred any loss or damage at all. Other contractual or statutory claims of DHC, in particular claims for remedial or injunctive relief as well as claims for the compensation of any more extensive loss or damage shall remain unaffected. The Purchaser shall also in respect of breaches of antitrust law be responsible for acts of persons commissioned by or acting on behalf of the Purchaser.

22 Prohibition of Assignment and Transfer

Neither party may assign the rights and obligations under the contract or any part thereof to any third party without the prior written consent of the other party. Excepted herefrom are transfers by DHC and/or BP Europa SE to an entity affiliated with them within the meaning of Sections 15 et seq. AktG.

23. Venue, applicable law

The exclusive place of jurisdiction for all legal disputes arising from the specific legal relationship in which these General Terms and Conditions are included shall be Mülheim/Ruhr or, at our discretion, the place of jurisdiction responsible for the purchaser, insofar as this does not conflict with mandatory statutory provisions. The contract shall be governed by German law, but to the exclusion of the "UN Convention on Contracts for the International Sale of Goods" (CISG).