Preamble

As a result of extensive research , the seller developed a plant technology that enables synthetic diesel to be produced from oil-based minerals and biologically renewable raw materials , as well as waste material.

The applied process of pressureless thermal catalytic depolymerization guarantees a highly efficient and a most environmentally friendly use of waste materials for the production of energy.
This kind of process (low temperatures, nearly pressureless etc.) leads to practically no toxins (e.g. nitrogen oxides) during the catalytic depolymerization process.
Simultaneously, especially because of the low temperatures, the cost of the plant is
reduced and makes the process used (pressureless catalytic depolymerization)
economical for smaller plants, too.
After a long, intensive test phase of this plant technology, including the applied
procedures, such plants are now being built by the seller for purchase to interested
buyers.
The following terms and conditions define the purchase conditions within this offer. It also defines the tasks connected with it, the rights and obligations of the contracting parties.
On the basis of this contract of sale, the seller and the buyer recognize the conditions as set forth in this contract.
If the general terms and conditions of the buyer or any third party conflict with this
contract, they possess no validity for this contract.
With the signing of this contract by both parties, the individual plant construction arising from this contract becomes binding for both parties.
Any changes deemed necessary at a later date, may not curtail the TCP plant
performance characteristics featured in this contract.

Subject of the Contract

The subject of the contract is the delivery and installation of  TCP 120 for
the Pressureless Catalytic Depolymerization of used tyres and/or other
materials such as plastic, rubber and waste oils.
With the acquisition of every TCP plant, a license is granted within the
framework of the patent allowing for the use of the delivered TCP and the
inclusive right to purchase the catalyst.
Place of delivery location is: GERMANY, "FOB" .
Final installation at the place of the buyer, by engineers appointed by the buyer.

Performance TCP 120
Components and Dimensions of the TCP 120

The plant consists of the basic technology, the reactor and the turbines (core of the plant) as well as several peripheral components mentioned hereafter:
Peripheral technical equipment for the buffering of the input materials (neutralizer, catalyst)
Storage tanks for diesel with a capacity for 3 days production minimum.
A combined heat and power unit to supply the TCP plant with the required energy for drying and preheating of the input material. The preheating unit is suitable for drying of the input material with a residue humidity of 12 %.
Large bag-emptying mechanism and dosing device for the catalyst and neutraliser.
As a security measure a basic initial supply of spare parts are included in the peripheral purchasing costs of each TCP plant.

Dimensions:

The main plant with the reactor component is put in an appropriate retention basin according to the legal rules.
The overall height is 13.5 m, defined by the distillation column with the condenser.

Performance Parameters
The plant is defined above all by the characteristics mentioned below:
- simple technology due to the low temperatures (280 - 350° C) nearly pressureless (slightly negative pressure of 0,1 bar below atmospheric pressure) used during the
process of catalytic depolymerization.
- The diesel produced in the TCP transforms up to 85 % of the energy contained in the input material.
- Decontamination of the dangerous halogens by binding them as a salt in the liquid
state.
- Diesel fulfilling largely the EU standard 590.
- The capacity of the plant is 120.000  liters  DAY (of this 10 % deductible for the energy supply of the plant and drying of the input material).
Environment:
With the plant there will be an exhaust emission volume mainly in conjunction with the combined heat power unit (diesel motor) which is in line with the EU-3 norms.

Operating the Plant

The plants should run 24 hours a day continuously in several shifts. Each shift should have at least one qualified person who has to monitor, above all, the fully automated and self regulating plant in order to guarantee an uninterrupted material flow of the input and output materials.
It is the buyers/operators responsibility to observe workers law and other laws and norms.

Additional Features and Extras

The seller offers to the buyer the following additional features and extras which are not included in the regular buying price:
Extras for the handling of various input materials:
- renewable biomass
- waste oils and fats
- plastics
Planning and realising of specific special requests (e.g. heat recovery)

The Use of Catalyst, Neutralizer and Input Materials

Catalyst, neutralizer and input materials are needed for the depolymerization process. For the preparation and supply of the catalyst, refer to § 4 clause 3.
For the regeneration of the catalyst, neutralizer (as a rule lime) is needed only for chlorine and fluoride containing input material. This applies particularly to PVC and PCB oils.
During the start-up process of the TCP, it may be necessary to change the composition of the input materials in order to increase the output of the TCP.
In order to avoid premature wear and tear, especially for the pumps, the shredders and conveyors, the input material should not contain sand, metal, steel, glass, ceramic residues etc.
Increased wear and tear due to non-compliance with these requirements cannot be considered as a defect of the plant.

The operator is responsible for the provision of the required input materials in order to make full use of the available capacity.

Terms of Delivery

Firstly, the plants will be assembled, tested and fine tuned at a location of the sellers choice.
The plant is then dismantled in modules in conjunction with engineers of the buyers who will then be able to erect the plant completely by themselves at the locations of the buyer.

Obligations of the Seller
Handover of the Documents

The seller makes available the necessary data regarding building, nuisance protection, fire protection, explosion protection, industrial safety and health protection. These documents correspond to European standards. It is the responsibility of the buyer to adapt and observe the rules and regulations in the country of the buyer.
With payment of the first instalment, the mentioned documents will be handed over to the buyer.
With the signing of this contract/delivery of the plant/discharging of the plant, the seller engages in transferring the following documents, plans, manuals etc.
- Documentation
- Operating Manuals
These documents are handed over at the plant test run.

Test Run and Handover of the Plant

The plant will be presented to the buyer immediately after completion at the location in the choice of the seller.
The purpose of this presentation is a 24 hour trial run and to provide proof of the usability of the product. The result of the test run will be documented with the mutual signing of the two parties.
If the TCP plant is presented within the scope of delivery as agreed upon in this sale contract, and if the trial run succeeded trouble-free, the plant will subsequently be dismantled by the seller in conjunction and presence of engineers of the buyer.
The buyer takes care of reassembling the plant at his location at their costs.
The takeover of the plant is documented in a protocol which needs to be signed by the buyer's engineer or appointed person and the seller. The buyer organises the shipment of the plant from the sellers location to the buyers installation site.

Service and Maintenance

Service and maintenance is the responsibility of the buyer. His engineers and staff will be efficiently trained by the sellers engineers for approximately 4 weeks to assemble, operate, service and maintain the plant.
Faulty parts exchanged during the period of warranty are free of costs to the buyer. Excluded in the warranty are wearing parts. With the handover of the TCP plant, documentation will be provided listing all wearing parts.
The seller is entitled to replace parts of the plant with newly developed aggregates provided there is an increased efficiency and functionality. The exchange of aggregates comes at no cost to the buyer even if thereby the value of the plant is increased. The buyer is to bear the temporary unproductiveness of the plant, whereby the guaranteed yearly production should not be compromised.

Instruction for Personnel

During the construction of the plant at the sellers location, the seller commits to extensively instruct the staff who will maintain and operate the plant of the buyer (approx. 4 weeks).
If desired, with a separate agreement the buyer can agree to leave the personnel for an additional period to guarantee a complete understanding of the plant. It is the buyer's responsibility to obtain the necessary visas whereby the seller will assist in this process. The costs for accommodation, boarding and transport is for buyer's account.

Technical Support by the Seller during the Start-up Phase

The seller commits to grant the buyer and his personnel all necessary technical support by telephone, email or other suitable means during the start-up phase. This service is free of charge for two months after the start-up at the buyers location.

Obligations of the Buyer
Approvals for establishment and operation of the plant

The buyer needs to take care of the prerequisites for the operation of the plant on his site. This includes approvals and permissions or licenses for which the buyer is responsible.
The prerequisites for the operation of the plant include the alignment with the laws valid for the location of the buyer (environment, emission, nuisance, building, waste, tax, industrial safety, health protection etc.).

Construction Requisites

• The buyer must take care of the following requisites including those mentioned in
annexe 4, for the construction of the plant:
• Foundations for the TCP and the peripheral equipment
• Oil retention basin for the TCP
• All building construction works
• Noise preventive measures
• Lighting of the area
• Communication equipment (telephone, Internet accessibility)
• Utilities (water, energy)
• Suitable connection for the data transmission (DSL)
• Earthing
• Fire precautions
• Supply-ways and escape routes according to legal requirements
• Roofing or building for the plant
• Suitable staff to control the production

Deliveries / Dates of Delivery

The seller makes a commitment to begin preparations for production of the TCP plants directly after receiving the agreed first payment instalment and subsequently to begin the construction of the plant and give a delivery date subject to governmental approvement.
The delivery of the plant described in §1 will usually take place within 12 (twelve) months after receipt of the first instalment payment.
With delayed payment of any instalment, the delivery deadline is lifted. If a payment is delayed for more than a month after the due date, the delivery date is extended by the amount of the delay.
The seller regularly informs the buyer regarding the progress of the TCP plant construction; including the projected date of delivery.
Under circumstances beyond the seller's control eg. acts of God and other unpredictable events even those experienced with subcontractors, the punctual fulfilment of the seller's obligations will be extended (as per clause 1) for the duration of the obstructions including a reasonable time period to resume the work.
6.6. If the delivery or a service outlined in the contract is impossible or unreasonable through uncontrollable circumstances, the seller will be free from his liability to supply until the uncontrollable circumstances are lifted. The buyer can derive no claims for compensation if the performance time is extended or if the seller will be free from his liability. The seller can refer to the named circumstances only if he informs the buyer immediately, and at latest within 14 days. Delays caused by the fault of the seller resulting in the non-delivery of the plant or service, obliges the seller to pay for damages only if non-fulfilment is caused through gross negligence with intent. The liability of the seller is limited in this regard to the repayment of the amounts already paid by the buyer, plus interest at bank interchange rates.
Claims for compensation, based on the violation of a non-essential contract
obligation by one of the assistants of the seller are excluded.

Prices and Terms of Payments / Payment Guarantees
7.1. The purchase price of each complete of the TCP 120 plant amounts to€ 20.600.000,00 Euros.

exclusive of any eventual taxes, tolls, duties and levies, bank charges or commissions in the country of the buyer.
• 50% payment instalment with placing of the order / signing of the contract.
• 25 % payment instalment with the beginning of the assembly of the components for the TCP 120 plant at the site of the seller.
• 25% at the takeover by the buyer prior of shipment of the plant from the site of the seller as set out
All payments are due upon invoicing by the seller.
In the case of delayed payment by the buyer, the seller reserves the right to charge the usual legal interest on arrears.

Proprietary and Transfer of Risks

The proprietorship of the TCP plant is transferred to the buyer only after full payment of the last instalment.
Transfer of Risks
Until the plant is leaving the site of the seller, the responsibility lies exclusively with the seller. After the delivery, the risk of deterioration or loss is transferred to the buyer.The transfer of risks takes place even if the buyer has delayed acceptance of the plant.

Warranty / Liability

From the date of the handover of the plant at the location site of the seller, the seller grants a two year warranty for defective parts only within the following framework.
No warranty is given for normal wear and tear or for defects due to incorrect or careless handling, excessive demand, unsuitable operational equipment, faulty construction work, unsuitable building ground as well as chemical, electromagnetic or electric effects which are not in accord with the technical instructions of the seller.
The seller can choose to meet the warranty obligation by either replacement or rectification of the defects.
Recognisable defects of the performance are to be advised to the seller within 14 days after handover. Hidden defects must be advised within 14 days of discovery otherwise the goods are accepted and warranty claims excluded.
Warranty claims by the buyer are excluded if unauthorized personnel have attempted to repair the defective parts or have serviced or made technical changes, or if the default is caused by inappropriate handling or the use of not approved input materials.
The use of input materials other than those approved is possible. In this case, a pre-approval from the seller for other materials is needed in order to waive the warranty limitation.
Repairs have to be made by the buyers engineers.
Costs arising to the buyer for repairing defects are not payable by the seller.
As far as legally permitted, further claims by the customer - no matter on what legal grounds, are excluded.
The liability of the seller, his legal representative and subcontractors for slight careless negligence of contractual obligations are excluded, subject to the following conditions. If a breach of cardinal obligations occurs due to simple or slight careless negligence, the liability for the seller is limited to the typically foreseeable damage. The seller is not liable for slight negligence breach of duty, delays or impossibilities or protection liabilities.
The seller is not responsible for collateral damages, consequential loss or lost profits, or loss of buyers capital which arise e.g. in connection to a standstill of the plant provided that legal rules about liability for gross negligence with intent or careless negligence do not conflict with the restrictions of liability.
The above mentioned exclusion of liability is not valid in the case of liability
independent of negligence, especially for product liability with negligence for injuries and health damage or loss of life as well as breach of warranty accepted with the conclusion of this contract.
The seller will take out an insurance policy for the duration of the TCP plant production and until the time of delivery at the sellers site.
The buyer is also obliged to arrange for comprehensive liability insurance (including the risk for damage to the environment) to cover his work place site from the beginning of the delivery of the plant until the end of the warranty.

Final Clauses

Changes or supplements to this contract need to be in writing; this also applies to an abolition for the requirement of the written form, or a renunciation in any particular case.
Should some paragraphs in this contract be or become invalid or impracticable, or if this contract has gaps, the effectiveness of the remaining terms is thereby not affected. Instead of the invalid or impracticable paragraphs, it is considered agreed to apply that which comes closest to the sense and purpose of the contract.
In the case of a gap, it is considered agreed to apply that which corresponds closest to the sense and purpose of the contract, as the issue should have been covered in the beginning.
Eventual Purchasing Terms and Conditions of the buyer are not part of this contract.
This contract is subject to the laws of Germany and excludes the ''United Nations Convention on Contracts for the International Sale of Goods''
The seller has the right to transfer the rights of this contract to a third party, or to unite with a third party to fulfil the contractual obligations.