General Commercial Terms and Conditions, Domestic Sales DC-Diamascorp Holding GmbH

1. General
These Terms and Conditions shall be solely valid versus non-consumers within the meaning of § 310 I BGB (German Civil Code) as far as we do not explicitly acknowledge in writing any deviations or conditions by the Buyer. These Sales Conditions shall also apply for all future business transactions between the contracting parties without any renewed reference to these Terms and Conditions being required. Rights, obligations and especially claims from the business relationships with us may not be assigned by the Buyer to third parties.

2. Offers without Engagement
Our offers shall be without engagement in terms of price, quantity, delivery period and delivery possibility. Buyer's orders shall become binding for us by means of a written confirmation (also invoice or delivery note). Unless otherwise stipulated in writing, samples of our products shall be considered as an approximate indication for the properties of the goods. We shall provide consulting and information according to the best of our knowledge but without any guarantee. We shall reserve ownership rights and copyrights in offers, illustrations, drawings, calculations and other documents; without our written consent, they may not be made accessible to third parties. This shall apply, in particular, for all picture material on our part.

3. Place of Performance
The registered office of our enterprise shall be the place of performance for deliveries or services of both contracting parties irrespective of pricing; for payments by the Buyer, it shall be our accounting office.

4. Product Delivery
Delivery shall only be made after receipt of full payment, unless otherwise agreed upon. We shall not be liable for compliance with specific delivery periods. If a fixed delivery date has been agreed upon in deviation thereof, the Buyer shall set – in case of any default of delivery – a reasonable grace period of generally four weeks. On our part, this is subject to the proviso of our own correct and on-time delivery to us. The day of delivery shall be considered the day on which the goods leave a warehouse, and if that date can no longer be determined, it shall be the day on which the goods are made available to the Buyer. Partial deliveries and their billing shall be allowed. Events of force majeure, strike, lockouts, operational, distribution, or supply disturbances with us or our suppliers shall entitle us to postpone the service or delivery by a reasonable period of time or to cancel the contract wholly or partly for the contractual obligations not yet met.

5. Dispatch and Passage of Risk
As of the time of dispatch of the goods, all shipments and packages shall always travel at the Buyer's risk even if freight costs and other transport expenses are paid or advanced by us according to agreement and, in particular, if the Buyer picks up the goods. In the delivery of products, we rely on security services and transport companies for the transportation of valuables. Requests by the Buyer shall be taken into account as far as possible and at the Buyer's costs. This shall apply, in particular, for insurance against the risk of transport. Due to the takeover of shipments without further ado by the transport person or other carriers, any liability by us shall be excluded for improper packaging or loading as well as damages incurred en route. Unless prepaid delivery has been stipulated, the Buyer shall bear any increases – incurred after contract conclusion – of freight rates, any possible additional costs for rerouting, storage costs, etc.

6. Warranty and Liability
The customer purchases goods according to the known 4C criteria (cut, colour, clarity, carat). We shall only be liable if the delivered goods do not meet the criteria ordered beforehand or, respectively, if the criteria deviate from those ordered. Excluded shall be other claims, particularly for damages, which might result – for whatever legal reasons – from the deficient delivery within the meaning of the provisions stated above. This shall not apply as far as there is absolute liability in cases of intent, gross negligence, or any injury to life, limb and health.

7. Prices
The purchase price shall apply for deliveries without shipping costs unless otherwise agreed upon. Relevant shall be the weights, sizes, colours, cuts and work ascertained by us. We shall be entitled to corresponding price increases in case of changes in our list prices between tendering and delivery, or changes in freights, taxes, customs, charges, or other costs on which our price calculation is based, or the occurrence of special burdens. Our prices, leases and other considerations do not include any value-added tax; it shall be additionally billed.

8. Payments and Maturities
Excluded shall be any offsetting with contested or not unappealably ascertained receivables and any retention by the Buyer. Irrespective of other claims, in case of delay in payment, interest shall be paid on the open amounts of at least 8% above the respective basic interest rate by the European Central Bank, plus the applicable value-added tax. If we are able to validly prove higher default damage, we shall be entitled to claim this. Payments shall only be considered effected when we are able to finally dispose of the amount. Submission of bills of exchange shall require our prior consent. Bills of exchange tax and expenses as well as customary banking discounting of bills of exchange shall be charged to the Buyer. If the Buyer's solvency appears to be impaired, we may rescind the contract, demand advance payments or security payments, as well as the immediate payment of receivables not yet due. Payments shall be immediately due in cash upon receipt of the goods. Larger amounts of money shall be paid to us, prior to the receipt of the goods, by irrevocable, telegraphic money transfer/remittance. We shall be entitled to demand a down-payment of up to 50% of the value of the order in case of goods values starting at € 50,000.00. In case of instalment payments for the goods or payments by debit notes, we shall remain in possession of the goods until complete redemption / payment receipt, including all obligations due to the payment sum by the Buyer.

9. Delay of Acceptance
If, after expiration of the delivery period, the sold quantities are not accepted, we shall be released from the obligation of delivery of the quantities having remained in arrears.

10. Rescission
If the Buyer breaches these provisions, we shall be entitled to rescind the contract without any grace period – irrespective of any further claims.

11. Applicable Law
At the supplier's option, legal venue shall either be the supplier's registered office or the Buyer's general legal venue. German law shall apply exclusively. Excluded shall be the Hague Convention Relating to a Uniform Law on the International Sale of Goods and the United Nations Convention on Contracts for the International Sale of Goods.

2011 DC-DIAMASCORP Holding GmbH