Contract. between. Lampen-Recycling und Service GmbH. Valentinskamp 24, Hamburg. (hereinafter referred to as: LARS) and

Transcription

1 Contract between, Hamburg (hereinafter referred to as: LARS) and (hereinafter referred to as the: Contractual Partner) concerning recycling of old lamps in order to fulfil the obligations of the Contractual Partner arising out of the Electrical and Electronic Equipment Act - ElektroG. Preamble The corporate purpose of LARS is to achieve the best possible prices and conditions for Contractual Partners by bundling demand for old lamp recycling services (transport and recycling) vis-à-vis transporters and disposal companies for manufacturers bound by the law. The Contractual Partner is responsible for collecting, disposing of and recovering his old lamps throughout Germany pursuant to the ElektroG and is interested in bundling his quantities with those of other competitors in order to optimise costs. The Contractual Partner acknowledges LARS' interest in participating in a collective guarantee system pursuant to Sect. 6 (3) of the ElektroG on the basis of a supplementary agreement.

2 1 Subject matter of the Contract LARS shall conclude contracts with recycling companies and the logistics service provider Lightcycle Retourlogistik und Service GmbH, Elsenheimerstrasse 55 a, Munich (Lightcycle) in their own name for a collection, recovery and disposal of lamps pursuant to the ElektroG and state-of-the-art technology. The contracts shall in total cover all the quantities which the Contractual Partner is obliged to recycle. The prices and conditions agreed by LARS with third parties shall apply to all Contractual Partners equally. 2 Obligations of LARS with respect to logistics LARS shall assume the obligations of the Contractual Partner arising out of the ElektroG for the collection of his old lamps throughout Germany and for coordinating and settling the quantities. LARS shall commission Lightcycle to perform these tasks. 3 Obligations of LARS with respect to recycling LARS shall also conclude contracts with recycling companies in their own name and for their own account for the disposal and recovery of old lamps. The recycling companies shall also be obliged to render services such that the Contractual Partners thereby fulfil their obligations arising out of the ElektroG. The total contract volume with the recycling companies with which LARS concludes contracts shall be equivalent to the total quantities of old lamps which the Contractual Partners of LARS GmbH are obliged to recycle within the deadlines laid down in the ElektroG. Section 4 Settlement with the Contractual Partner LARS shall invoice the Contractual Partner for services provided on the basis of the number of lamps placed on the market by the Contractual Partner per calendar year, in so far as these are subject to the ElektroG and based on the disposal price on the invoice date. LARS shall calculate the disposal price. The currently valid disposal price is published on LARS' homepage and shall form part of this Contract from the validity date set and shall replace the former price. Any adjustments to the disposal price shall be published two months before the adjustment enters into force.

3 5 Obligations of the Contractual Partner The Contractual Partner shall transfer all old lamps bearing his brand and which he is obliged to collect, recover and dispose of under the terms of the ElektroG exclusively to LARS for inclusion in LARS' contracts with third parties. The Contractual Partner shall inform LARS in the first instance upon commencement of contact and then on December 31 of each calendar year with respect to the following year that he is registered with the EAR foundation (Stiftung Elektro-Altgeräte Register), registered in Fürth. The Contractual Partner shall send LARS a monthly report by the 10th of the following month of the quantities and net weights of lamps placed on the market and affected by the ElektroG. The procedures and form attached in Appendix 3 shall be used for the report. If the report is not filed punctually, LARS will base the invoice for the month in question on the provisionally reported quantities without sending any further reminder. The Contractual Partner shall, however, still be under obligation to report the quantities and net weights actually placed on the market in this month. Based on the monthly report and the valid disposal price, the Contractual Partner shall be obliged to pay the total amount without deductions within 50 days after punctual submission of the report into LARS's bank account with: (either by direct debit or transfer). Commerzbank Hamburg Account No: In the event of default, LARS shall be entitled to call on the bank guarantee furnished by the Contractual Partner. The right to terminate the Contract without notice in the event of repeated default shall remain unaffected. In order to safeguard the services provided in advance by LARS, the Contractual Partner shall, prior to signing the Contract, provide a bank guarantee on his account in favour of LARS from a domestic big bank or savings bank (Sparkasse) for a guaranteed amount of four monthly payment obligations, calculated on the basis of lamp sales (in units) during the last 12 months before signing contracts. The specimen in Appendix 2 shall be used for the bank guarantee. The amount of the bank guarantee shall be fixed by LARS before signing contracts in consultation with the Contractual Partner and adjusted in the event of any changes to the Contract. If the Contractual Partner participates in the guarantee system Elektro-Altgeräte Garantie no bank guarantee shall be required.

4 No claims may be offset or payments retained by the Contractual Partner unless these claims or payments are acknowledged in writing or are legally ordered counter-claims. 6 Verification If there are any justified doubts as to the accuracy of the data reported, LARS shall be entitled to demand commercial evidence to substantiate the data provided. LARS shall be entitled to commission certified public accountant or tax consultants to verify the correctness of the reports submitted by Contractual Partners. In the event of any discrepancies, the amounts will be debited or credited retrospectively. If it is found that a false report was submitted wilfully, the Contractual Partners shall be obliged to refund the costs of the verification. 7 Non-disclosure clause In order to fulfil the contractual obligations arising out of this Contract, the Contractual Partner must provide confidential business data, especially concerning sales figures (units, weight) of the lamps affected by the ElektroG. LARS promises that these data will only be used in business transactions with third parties (e.g. EAR and Lightcycle) in order to fulfil contractual obligations arising out of this Contract and that they will protect the interests of the Contractual Partner in so far as possible in order to achieve the purpose of this Contract. No data shall be forwarded or disclosed to third parties, including shareholders, unless these parties are involved in achieving the purpose of this Contract or if this is essential in order to achieve the purpose of the Contract. This non-disclosure clause applies to all employees at LARS and shall be included in contracts with third parties with the same wording. 8 Term The Contract shall become binding upon signing. It shall be concluded for an indefinite period. It may be terminated on 31 December of each year subject to six months' notice. It may be terminated at any time for an important reason. Important reasons entitling LARS to terminate the Contract are especially: Withdrawal or loss of the Contractual Partner's registration with the EAR foundation Repeated default of payment by the Contractual Partner Application for opening of insolvency proceedings against the assets of the Contractual Partner Calling on the bank guarantee provided by the Contractual Partner

5 Repeated late or incorrect monthly reports or confirmation of the annual report on the lamps placed on the market affected by the ElektroG Violation of the exclusivity clause The notice of termination must be given in writing. 9 Liability LARS shall be liable for all damage caused intentionally or through gross negligence. This shall not apply insofar as there is a compulsory legal liability, i.e. when cardinal duties are violated. In cases of violation of cardinal duties, compensation shall be restricted to the foreseeable damage that can typically be expected in this type of contract unless the violation was caused wilfully or through gross negligence. 10 Condition/ sharing of costs For the term of his participation in this Contract, the Contractual Partner shall be obliged to organise the return of his old lamps pursuant to Sect. 14 (5), sentence 3 No. 2 of the ElektroG. 11 Final provisions All alterations and supplements to this Contract must be made in writing to be valid. This requirement for written form must also be cancelled in writing. If any provision in this Contract shall be or become invalid, the remaining provisions shall retain their validity. The parties shall be obliged to replace the invalid provision by a legally permissible ruling that corresponds as closely as possible to the original provision. The place of jurisdiction shall be Hamburg. Hamburg, , Contractual Partner

6 Appendix 1: Disposal rates Appendix 2: Bank guarantee form - not required for participants in the guarantee system Elektro-Altgeräte Garantie (EAG) Appendix 3: Report procedure WEEE Blackbox (electronic)