distribution partners i. ethical rules · shareholders are personally liable towards the plc group...

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Distribution partners Ethical Rules (I.) and general contractual conditions for distribution partners (II.) I. Ethical Rules In the name of our company, we sincerely welcome you as a new contractual partner (pros- pectively: distribution partner) and wish you the best possible success for your function as a self-employed distribution partner of the PLC Group AG, Baarerstraße 14, 6300 Zug, Schweiz and mostly a lot of joy for the information about how products are defined) resellinf of our products (In article § 2 in the general conditions for distribution partners, you can find for the information about how products are defined). When distributing our products and getting in contact to other people, convenience for the customers and security for the customers, relia- bility, a fair cooperation and the protection of laws and conventions are unshiftable in the fore- ground of all actions. Thereby we want to advise you strongly, to read the following ethical rules just as the general conditions for distribution partners very thoughtfully and make those guidelines to your daily guiding theme for the exertion of your occupation. Ethical rules for the contact with customers Our sales partners advise their customers honestly and sincerely and clarify possible misunderstandings regarding goods, business opportunities or other statements during a consultation. On customer request, it will be resigned from a sales conversation, the conversation will be postponed or a started conversation will be stopped in a friendly manner During a customer contact, the sales partner informs the consumer about all points that are related to the product (e.g. the intended use, condition, application) or, if the consumer so wishes, the possibility of selling. All information about the goods must be comprehensive and true. Consumers are not encouraged to accept products through equivocal and / or mislea- ding promises, or by promising particular advantages if these benefits are linked to future, uncertain successes. A sales partner is not allowed to provide any information regarding his reimbursement or the potential reimbursement of other sales partners. Moreover, a sales partner is not allowed to guarantee any compensation or raise expectations. A distribution partner is not allowed to claim that the compensation plan or the goods of PLC GROUP are approved or accredited by a governmental authority or supported by one of these.

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Page 1: Distribution partners I. Ethical Rules · shareholders are personally liable towards the PLC Group about the behavior of the juridical person. (3) Each sales partner is entitled to

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Distribution partners

Ethical Rules (I.) and general contractual conditions for distribution partners (II.)

I. Ethical Rules

In the name of our company, we sincerely welcome you as a new contractual partner (pros-

pectively: distribution partner) and wish you the best possible success for your function as a

self-employed distribution partner of the PLC Group AG, Baarerstraße 14, 6300 Zug, Schweiz

and mostly a lot of joy for the information about how products are defined) resellinf of our

products (In article § 2 in the general conditions for distribution partners, you can find for the

information about how products are defined). When distributing our products and getting in

contact to other people, convenience for the customers and security for the customers, relia-

bility, a fair cooperation and the protection of laws and conventions are unshiftable in the fore-

ground of all actions.

Thereby we want to advise you strongly, to read the following ethical rules just as the general

conditions for distribution partners very thoughtfully and make those guidelines to your daily

guiding theme for the exertion of your occupation.

Ethical rules for the contact with customers

• Our sales partners advise their customers honestly and sincerely and clarify possible

misunderstandings regarding goods, business opportunities or other statements

during a consultation.

• On customer request, it will be resigned from a sales conversation, the conversation

will be postponed or a started conversation will be stopped in a friendly manner

• During a customer contact, the sales partner informs the consumer about all points

that are related to the product (e.g. the intended use, condition, application) or, if the

consumer so wishes, the possibility of selling.

• All information about the goods must be comprehensive and true.

• Consumers are not encouraged to accept products through equivocal and / or mislea-

ding promises, or by promising particular advantages if these benefits are linked to

future, uncertain successes.

• A sales partner is not allowed to provide any information regarding his reimbursement

or the potential reimbursement of other sales partners. Moreover, a sales partner is

not allowed to guarantee any compensation or raise expectations.

• A distribution partner is not allowed to claim that the compensation plan or the goods

of PLC GROUP are approved or accredited by a governmental authority or supported

by one of these.

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Ethical rules for the contact with sales partners

• Sales partners always interact with each other in a fair and respectful manner. The

above mentioned also counts for the contact with sales partners of other network-mar-

keting companies, online-sellers or any other direct marketers

• New distribution partners will be truthfully informed about their rights and obligations.

Information on possible sales and acquisition opportunities are to prohibited

• No verbal assurances regarding the products of PLC GROUP are to be made.

• It is not allowed for sales partners to withdraw sales partners from other companies.

Moreover, sales partners are not allowed to motivate other sales partners to change a

sponsor within PLC GROUP.

• The duties of Sections 7 - 10 of the following General Conditions of Sales Partnership

have to always be adhered to as ethical rules.

Ethical Rules for the contact with other companies

• Towards other companies of the network-marketing- or social-selling area or any other

direct marketing area, the sales partners of PLC Group will always behave fair and

honest

• Systematic withdrawals from sales partners of other companies are to be omitted.

• Degrading, misleading or unfair comparative statements regarding the goods or distri-

bution systems of any other companies are prohibited

Preceding with these ethical rules, we now would like to introduce you to the general conditions

for sales partners of the PLC Group.

II. General conditions for sales partners

§ 1 Scope of application

(1) The following terms and conditions of business shall form an integral part of each contract

between sales partners and the PLC Group AG, Baarerstraße 14, 6300 Zug, Switzerland

("PLC GROUP") E-Mail [email protected] and the independent contract partner, affiliate,

partner program participants or teampartners ('the sales partner’),

(2) PLC GROUP provides its services exclusively on the basis of these General Terms

and Conditions of Sales.

§ 2 Subject of contract, package and additional services

(1) PLC Group is an innovative company, which runs a highly technological and new concept

of a decentral network server farm for the „Minting of blockchain-based, digital -

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tradeable within the PLC Group-Cryptosystem - information units (prospectively:

Cryptocoins) and offers server performance capacities and / or own specifically de-

veloped network computer for the „Minting of Cryptocoins in return for payment in

the frames of this activities, just as the PLC group offers high quality software pro-

ducts for the above mentioned purposes (such as an eWallet) just as educational

services for and about the mining and minting of Cryptocoins in return for payment,

and furthermore additional services such as the access to the services of the PLC

academy, the PLC market, PLC business (crowdfunding- as soon as available) and

sells all products via the distribution channel of direct sales.

It is explicitly indicated that PLC Group itself does not sell Cryptocoins directly or

indirectly themselves or over third parties, nor, does it sell or conciliate those in any

other way.

(2) The sales partner has, without obligation, the possibility to convey freely selected products

for PLC GROUP after his free choice, so that the conciliation of the products builds the basis

of the business of a sales partner. The sales partner receives an appropriate provision for his

work as an intermediary. For this activity, it is not obligatory for the sales partner to make

financial expenses, to purchase a minimum number of products from the PLC GROUP, or to

recruit other sales partners. Necessary is solely the free registration. In addition to this, it is

possible, but not obligatory, to recruit other sales partners for a resell of the products of the

PLC group and to receive a provision on the sold items of the recruited partner. It is explicitly

indicated at this point, that the sales partner does not receive any provision for the mere re-

cruiting of a new sales partner. The provision as well as the type and way of the disbursal or

any other fulfillment of the claims for provision is based on the compensation plan valid at that

time.

(3) For the beginning and realization of his or her tasks, the PLC Group offers, besides several

Landingpages an online-back-office, which enables the sales partner to always have an up-

dated and comprehensive overview over his or her sales volumes, provisions and to keep track

on the customer and downline-developments. Moreover, the sales partner can, without being

obliged to do so, purchase different equipment and / or performance packages (prospectively:

Business-Packages) in return for payment, which, for example, entitle the sales partner to par-

ticipate in the PLC academy and use the benefits offered there. The content and the prices of

the single business-packages and the personalised internet representation can be review ed

in the back-office.

§ 3 General conditions for the conclusion of a contract

(1) The conclusion of a contract is possible with juridical persons, business partnerships

or natural persons, that have completed their 18th year of life and who are business entrepre-

neurs according to the applicable law, as far as required. The conclusion of a contract as a

customer is not possible.

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(2) As far as a juridical person or a business Partnership (GBR, OHG, KG etc.) hands in an

application as a sales partner, the tax identification number and the regarding abstract from

the commercial register about the registration has to be -as far as it is at hand- submitted. All

shareholders are personally liable towards the PLC Group about the behavior of the juridical

person.

(3) Each sales partner is entitled to acquire only one position in the compensation plan,

whereby a circumvention of this regulation by registering as a natural person or additionally as

a juridical person or business partnership is prohibited

(4) The sales partner is obligated to complete the online sales partner application completely

and correctly and then submit it to PLC GROUP electronically. Moreover, the sales partner

accepts these General Terms and Conditions of Sales and Distribution with separate a sepa-

rate tick on the box on the application form that represents the acknowledgement of the general

conditions of sales partnership as part of the contract. PLC GROUP reserves the right to obtain

further information from the sales partner in certain cases.

(5) When signing up, the sales partner must choose his e-mail address and a password, after-

wards he will receive a confirmation mail with the login data to the e-mail address indicated.

After receiving the login data, the sales partner can create a profile on the Internet platform

and has access to the following PLATICOIN offers:

▪ Access to the dashboard

▪ Access to the live-stream in the dashboard, which shows the Gold- and Platin

inventory in the safe in real-time (as soon as available)

▪ Possibility to download the E-Wallet

▪ Use of the Wallet-Software

▪ Possibility to edify an unlimited number of addresses in the E-Wallet

▪ Access to the PLC Academy

▪ Access to the PLC Network

▪ Access to the PLC Market

▪ As soon as available: Access to the Area of the PLC Business (Crowdfunding)

Before the first purchase of business packages or the commencement of sales activities for

PLC GROUP, the sales partner has to complete his data in their profile, and further has to

indicate his mobile phone number to PLC Group. This is going to be verified by PLC GROUP

by sending the sales partner a code to his mobile phone, which he then has to enter on the

PLC GROUP internet portal. It is only after the code has been entered that it is possible to

purchase business packages or to start the sales activity.

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(6) Changes to the personal data of the sales partner must be reported immediately to PLC

GROUP.

(7) PLC GROUP reserves the right, to refuse sales partner applications at its own discretion

without further justification. As far as online order forms are used, these shall be part of the

contract.

(8) In case of the violation of the obligations set out in paragraphs (1) to (2) and (4) sentence

1, PLC GROUP shall be entitled to terminate the sales partner agreement without further notice

and to demand repayment of provisons if this applies. Moreover, PLC GROUP reserves the

right to assert further claims for damages in the case of exceptional redemption of the contract

without prior notice.

§ 4 Status of the sales partner as an entrepreneur

(1) The sales partner acts as a self-employed and independent entrepreneur. He is not an

employee nor a commercial representative or agent of the PLC GROUP. There are no mini-

mum requirements for the volume of sales, rates of purchase, nor obligatory tasks as a resel-

ler or any other obligatory tasks. With the exception of the contractual obligations, the sales

partner is not obliged to follow any instructions from PLC GROUP and bears the full entrepre-

neurial risk of his business, including the duty to bear all his business costs and the duty to

pay his employees properly, if this is the case. The sales partner must set up and pursue his

business in the sense of a ordinary business man, which also includes the running of office

space or a work space in the sense of an ordinary business man.

(2)The sales partner as a self-employed entrepreneur is itself responsible for the redemption

of the relevant legal regulations including the relevant regulations for taxes and social legisla-

tions (e.g. obtaining a tax identification number or the registration of employees at the social

security insurance, as well as the acquisition of a trade license if necessary). To this extent,

the sales partner assures that all provision income earned by him or her in the frames of his

activity for PLC GROUP is properly taxed at his respective office. PLC GROUP reserves the

right to withhold the respective amount of taxes and fees from the provision agreed upon. It

further reserves the right to demand damage compensation or reimbursement of expenses

that result from the violation of the formerly mentioned regulations, except that the sales part-

ner is not responsible for the cause of the damage or expenses. The PLC Group does not

discharge any contributions to the social security insurance for the sales partner. The sales

partner is not entitled do give declarations or take up liabilities in the name of PLC Group.

§ 5 Voluntary contractual revocation policies

You register with PLC GROUP as an entrepreneur and not as a consumer, so you are not

entitled to a legal right of revocation. Nonetheless, PLC GROUP grants you the following vo-

luntary two-week, contractual right of revocation.

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Voluntary right of revocation

You can revocate your declaration of the contract within two weeks without notice of

reason in written form (via letter or e-mail). The appropriate period of time begins with

the online transmission of the application for the sales partnership. To keep to the ap-

propriate period of time, it is sufficient to send the revocation or the business package

on time (date stamp or e-mail) .

The revocation needs to be send to the PLC Group AG, Baarerstraße 14, 6300 Zug, Schweiz,

E-Mail [email protected]

Disclaimer to the right of revocation

A delivery / transmission / provision of goods or other services is realized only at the

end of the revocation period. If a delivery / transmission / provision is requested by the

sales partner before the end of the revocation period, he explicitly disclaims from his

right of revocation.

Consequences of revocation:

In the case of a valid revocation of the contractual declaration, both the received and products

and services and if applicable, its utilizations have to be returned. If you can return the service

or product only partly, not at all or in a worse condition, you will have to pay a compensation

within 30 days. Obligations about reimbursements have to be fulfilled within 30 days. The pe-

riod begins for you with the sending of your declaration of revocation or product and for us with

its reception.

A sales partner can register again at the PLC Group after using his or her right of revo-

cation. Pre-requisite is, that the declaration of revocation of the sales partner has been

stated minimum 6 months ago and the sales partner has not carried out any activities

for PLC Group in this time period.

End of the declaration of revocation

§ 6 Administrative- Support- and Processing fees

By registering with PLC GROUP and purchasing the business package, the sales partner ac-

quires the right to use the landing page, the back office and the other videos and other tools

for the first contractual year. The above-mentioned user right is not transferable and related

to the concrete landingpage, the back offices and further thereby offered videos and other

tools. The sales partner has no right to change, process or make any other changes, nor does

he have the right to sublicense. The above mentioned right of use also includes the mainte-

nance, service, update and upgrade fees, so that the fee charged prospectively will be referred

to as a service charge.

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(2) From the second contractual year on or in the case of a registration without purchasing a

business package from the first contractual year on, PLC Group separately calculates an an-

nual service fee in the sense of (1), which duration and payment results out of § 16 (1) and

which amount results from the respective price table from the PLC Group.

§ 7 Obligations of the sales partner in the frames of advertisement and general Duties

(1)The sales partner is required to protect her or his login data from the access of third parties.

It is prohibited for the sales partner to violate the rights of the PLC Group, its sales partners,

connected companies or other third parties in the frames of his or her work. It is further prohi-

bited to molest third parties or to otherwise violate legal rights. It is further especially prohibited

for the sales partner to make wrong or misleading declarations about the PLC Group products,

or the sales system about the PLC products. The sales partner will only be allowed to make

such statements about the products of the PLC group in the product line, that conform to the

guidelines of the PLC Group advertisement and information materials. Further there is the

prohibition of sending undesired emails, fax or sms with the purpose of advertisement (spam).

Moreover, the misuse and the conduction of illegal actions, such as the use of non approved

and dishonest advertisement (such as misleading statements) is prohibited. In the same way,

an abusive use of PLC Groups and other services of PLC Group is prohibited as well.

(2) It is illegal for the sales partner to violate the valid competitive law, to violate the rights of

PLC GROUP, its sales partners, affiliated companies or other third parties, to harass third

parties or violate any other applicable law. This specifically counts for the prohibition of the

illegal telephone advertisement and the sending of unwanted advertisement e-mails, adver-

tising faxes or advertising SMS (spam)

(a) At any point on any advertising material, the sales partner may not publish or

claim any information on his income or on the merits at PLC GROUP. Rather, there is

already the obligation to point out to potential sales partners, that only the fewest sales

partners can achieve a higher income through their activity at PLC Group and the

achievement of income is only possible through very intensive continuous work.

(b) Sales and marketing operations shall not imply any provision which is to be under-

stood as a "head-tax" or any other provision that is to be understood in the context of

the mere recruitment of a new sales partner or any other action which gives the impres-

sion that the advertised distribution system is an illegal distribution system, progressive

snowball system or pyramid system, or otherwise a fraudulent distribution system; as

little as it is allowed to pretend that PLC Group holds and sells a currency investment,

financial investment or sells crypto coins or any other crypto currency similar products

themselves to third parties or any other parties.

(c) (C) Sales and marketing operations shall not be aimed at minors or persons which

are unexperienced in business matters, and in no case, age, illness or reduced mental

capability can be used for the purpose to entice a consumer to conclude a contract. In

the case of contacts with so-called socially weak or foreign language speaking

population groups, the sales partners need to take into consideration their financial

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capacity as well as their cognitive capabilities and their ability to understand languages

and in particular to refrain from anything that could lead the members of such groups

to orders which are not in appropriate relation to their living circumstances.

(d) It is not allowed to practice any sales or marketing operations, which are inapprop-

riate, illegal or insecure or resp. exert pressure on the selected consumers.

(e) Sales partners will only relate to letters of recommendation, test results, references

or other persons in the context of business purposes, if these are officially authorized

by the person giving the reference as well as by the PLC Group and if these are appli-

cable and not outdated. Recommendation letters, tests and personal references

furthermore always have to be in a context to the intended purpose.

(f) The customer shall not be encouraged to purchase products by giving misleading or

dubious promises just as little as by promises of special advantages, if these

advantages are connected to future and uncertain successes. The sales partners will

refrain from everything, that could lead the customer to take an offer merely to do the

seller a favor, end an unwanted conversation or to enjoy advantages that are not part

of the offer or to show appreciation for offering such an advantage.

(g) A sales partner is not allowed to claim that the plan or the products of PLC

GROUP are approved or supported by a governmental authority or that they are

classified as legally secure through a law firm

(3) The use, production and distribution of own sales documents, own websites, own product

brochures, videos or films for advertisements or any other independently produced content of

on- and offline media and advertising media is only allowed to the sales partner after prior

agreement by the PLC Group. Further also the advertisement of the services of the PLC Group

via own or external websites is only allowed after prior agreement of the PLC Group. Without

explicit agreement of the PLC Group, advertisement is only and exclusively allowed on the

official webpages of the PLC Group. In the case that the sales partner promotes the services

of PLC Group in other internet media such as e.g. social networks (e.g. Facebook, Instagram,

Google+), online Blogs or chatrooms, she or he is obliged to solely use the official advertising

statements of the PLC Group for the advertising purposes. Further, when promoting PLC

Group in other internet media, the sales partner has to indicate explicitly, that the content is no

official advertisement or web presence of the PLC Group. The products shall not be presented

on fairs and specialized exhibitions throughout he sales partner.

(4) Within the frames of applicable law, the products of PLC GROUP may be revocably

presented face-to-face, at homeparties or -events, online homeparties, webinars or any other

online presentations by the sales partners

(5) The products shall not to be offered at auctions, public and private flee markets, swap

markets, malls, internet shops, internet markets such as e.g. ebay, amazon or comparable

market places

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(6) The sales partner is obliged, to indicate him or herself as self-employed sales partner of

the PLC Group in the context of the business trade. Internet homepages, stationery, business

cards, car labelings as well as advertisements or advertising material and comparable things

additionally need to have the additive label of a „self-employed sales partner of the PLC-

Group“. It is further prohibited for the sales partner to apply for or take up loans in the name of

the PLC Group for or in the interest or name of the company, as well as it is prohibited to make

expenses, enter liabilities, open up banc accounts or conclude contracts in the name of the

company.

(7) All travel expenses, expenses, office costs, telephone costs or other expenses for adverti-

sing materials have to be carried by the sales partner

(8) In the business context, the sales partner is not entitled to speak of or judge brands of other

companies in a negative, depreciative manner or to describe them as illegal in any other way

(9) Sämtliche Präsentations-, Werbe-, Schulungs- und Video-/Filmmaterialien etc. (einschließ-

lich der Lichtbilder) ebenso wie die Softwareprodukte, Dienste und sonstigen selbst entwi-

ckelten Leistungen on PLC GROUP sind urheberrechtlich geschützt. Sie dürfen von dem Ver-

triebspartner ohne ausdrückliche schriftliche Einwilligung von PLC GROUP über das vertrag-

lich eingeräumte Nutzungsrecht hinaus weder ganz, noch in Auszügen vervielfältigt, verbreitet,

öffentlich zugänglich gemacht oder bearbeitet werden. Insbesondere verboten ist die Verbrei-

tung, Vervielfältigung und Veröffentlichung der Schulungsunterlagen der PLC Academy (z.B.

durch Hochladen auf YouTube oder anderen Internetmedien) ebenso wie die Änderung oder

Bearbeitung dieser Schulungsunterlagen.

(10) Also the use (or change) of the sign of the PLC group and its registered trademarks,

product titles, work titles and business designations of the PLC Group is, beyond the explicitly

offered advertisement materials and other official PLC Group materials, only allowed with ex-

plicit agreement in written form. It is moreover prohibited the registration of own brands, work

titles, internet domains or any other property rights that contain the signature of the PLC Group

or its trademarks, product titles, work titles or business designations of the PLC Group. The

aforementioned further also counts for brands, of which their user right for business designa-

tions or work titels are exclusive property of the PLC Group. The aforementioned prohibition

from sentence 2 is valid for identical as well as for similar signs. Also prohibited is the change

of labels of virtual products of the PLC Group.

(11) The sales partner is not allowed to respond to press requests about PLC GROUP's ser-

vices, the PLC GROUP marketing plan or other PLC GROUP services. The sales partner is

obliged to immediately forward all press requests to the PLC GROUP to the e-mail sup-

[email protected]. The sales partner is further not allowed to speak out publicly (eg television,

radio, internet forums) about the PLC Group the goods of the PLC Group product range and

to the PLC GROUP distribution system only with the prior obtaining of the consent of the PLC

GROUP in written form.

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0

(12) The sales partner will indicate the location, time and content of promotion events to the

general public in time prior to the publication of the invitation of the PLC GROUP management

in the event planning system provided by PLC GROUP for this purpose. PLC GROUP may

claim changes or demand to cancel the event, if this is necessary in the interest of the company

and the PLC GROUP sales organization together with its members.

(13) Customer requests or complaints about the products, the service or the reimbursement

system of any kind of the PLC Group shall be transmitted immediately to the PLC Group to the

e-mail adress: [email protected] .

(14) It is always prohibited for the sales partner to sell a separateown training, marketing and

/ or sales documents to other sales partners of the PLC Group or to anyone else in any other

context.

(15) A sales partner is allowed to make an entry or a registration in the „Gelbe Seiten“ („Yellow

Pages“). An inscription of this kind and its content though has to be approved by the PLC

Group before publication in written form and further needs to contain the words „self-employed

sales partner of PLC Group“.

(16) The use of telephone numbers that are subject to charges is not allowed in the frames of

promoting the work or products of the PLC Group

(17) PLC GROUP enables the sales partner to purchase the products for the personal needs

and needs of family members. Under no circumstances the sales partner is allowed to dispose

his family members, other sales partners or other third parties to purchase goods beyond their

own needs, in order to create or pretend claims for provisions.

(18) A sales partner is allowed to reregister newly after cancelling his old position at the PLC

Group. Precondition is, that the dismissal and the confirmation of the dismissal through the

PLC Group for the former position of the sales partner happened at least 6 months ago and

the dismissing sales partner did not pursue any activities for the PLC Group in this time.

(19) The sales partner is allowed to promote and sell services of the PLC Group or recruit new

sales partners only in those countries that have been officially opened by the PLC Group.

(20) The sales partner is obliged to immediately and truthfully inform the PLC Group about any

violations of the regulations of the general sales partner conditions or violations of any other

applicable law through other sales partners

Der Vertriebspartner ist verpflichtet, PLC GROUP umgehend und wahrheitsgemäß von Ver-

stößen gegen die Regeln der Allgemeinen Vertriebspartnerbedingungen Mitteilung oder sons-

tigen Verstößen gegen geltendes Recht durch andere Vertriebspartner zu machen.

§ 8 Restraint on competition / Head-hunting / Selling of external services

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(1) The sales partner is allowed to also sell products and or services for other companies, also

network marketing companies, even if these are competitors.

(2) It is prohibited though for the sales partner to recruit other PLC Group sales partners for

the sales and marketing of other products.

(3) Furthermore, it is prohibited for the sales partner to infringe against other distribution part-

ners or other distribution agreements which he has concluded with other companies and which

clauses are still valid by concluding a distribution partner agreement.

(4) As far as the sales partner operates for other competitors, networks or other direct marke-

ting companies at the same time, he then commits itself to arrange these respective activities

in a manner, that no connection or interaction between the work for PLC Group and the work

for the other company occurs. Especially is the sales partner not allowed to offer any other

than PLC Group products and / or services in direct closeness to these, especially not on the

same internet webpage, facebook page or any other social media platform, except PLC Group

has explicitly agreed to this, for example due to an official cooperation between PLC group

and the respective company.

§ 9 Confidentiality

The sales partner has to keep absolute silence about the business secrets of PLC Group and

about its structure. Business secrets include in particular the customer and sales partner data

as well as the information on the downline activities and the information contained in it. This

obligation will still be valid even after the termination of the sales partner agreement.

§ 10 Sales partner protection / cross-line sponsoring / bonus manipulation

(1) The regarding active sales partner, that places a new sales partner for a sale of the

products of the PLC Group for the first time through the successful invitation of the new sales

partner via a referral link send to the person, the new sales partner will be introduced to its

structure (sales partner protection), whereby the date and time of the reception of the regis-

tered application of the new sales partner at the PLC Group counts for the assignment. As far

as two sales partners claim the same new sales partner as being sponsored by them, PLC

Group will only consider the sponsor that is first mentioned in the first registration.

(2) PLC GROUP is entitled, to delete all person related data including the e-mail Adress of the

sales partner from their system, if advertising mails, form letters or e-mails are being com-

mented with the notes „adress unknown“, „not received“, „unknown“, or are being returned due

to similar reasons and the sales partner does not correct the respective data within the scope

of an appropriate time frame. As far as costs arise to the PLC Group due to the undeliverable

advertising mail and packages, it is entitled to reclaim the resulting costs from the respective

sales partner, except in the case that he is not responsible for the false delivery.

(3) Moreover, the Crossline sponsoring and also the trial within the company is prohibited.

Crossline sponsoring refers to the recruiting of a person or a company that is already sales

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partner at the PLC Group in a different line of sales or already had a sales partner contract in

the past 6 months. Prohibited is in so far as well, to use the name of a spouse, relatives, firm

names, corporate entities, business partnerships, trust corporations or any other third parties

in order to circumvent this regulation.

(4) Bonus manipulations are prohibited. This includes specifically the sponsoring of sales

partners, that do not actually perform in the PLC Group business (so called Strohmänner), just

as well as open or veiled multiple registrations, as far is this is prohibited. Prohibited in this

sense is also, to use the name of a spouse, relatives, firm names, corporate entities, business

partnerships, trust corporations or any other third parties in order to circumvent this regulation.

Further prohibited is to induce third parties to purchase products in order to achieve a better

position in the compensation plan or to achieve any other bonus manipulation in these ways.

(5) The sales partner is not entitled to any regional protection.

§ 11 Warning, contractual penalty, damage compensation, exemption from liability

(1) At the first violation of those in § 7 regulated obligations of the sales partner follows a war-

ning through the PLC Group in written form with a time period of 10 days to correct the violation

of the obligations. The sales partner commits itself to compensate for the costs ocurring due

to the warning, especially the costs for the lawyer resulting from the warning.

(2) It shall explicitly be indicated in § 16 paragraph (3, that the PLC Group is entitled to declare

the note of extraordinary dismissal without prior notice or warning, when it comes to a violation

of the in § 8, 9 und 10 (3) and (4) regulated obligations as well as in the case of an especially

serious violation of those in § 7 regulated obligations, or otherwise valid contractual or legal

right. Regardless of the in § 16 passage (3) regulated right of extraordinary dismissal, the PLC

Group reserves itself the right to give a warning according to passage (1) at its own discretion,

also with a shortened period of adjustment and before the declaration of the extraordinary

dismissal in case of one of the aforementioned violations of rights.

(3) In case of the repeated same or very similar violation of rights after the set period of ad-

justment or in the case of no sufficient adjustment of the indicated violation, an appropriate

contractual penalty that is set according to the discretion of the PLC Group will be demanded

immediately. The contractual penalty will be verified by the regarding responsible court.

Kommt es nach Ablauf der durch die Abmahnung gesetzten Behebungsfrist erneut zu demsel-

ben oder einem kerngleichen Verstoß oder wird der ursprünglich abgemahnte Verstoß nicht

beseitigt, so wird unmittelbar eine in das Ermessen von PLC GROUP gestellte angemessene,

durch das zuständige Gericht zu überprüfende Vertragsstrafe fällig. At this point it will be ex-

plicitly pointed out that for the realization of the payment of the contractual penalty further costs

for lawyers will occur, that the sales partner is obliged to compensate.

(4) Regardless of the forfeited contractual penalty, the sales partner is further legally liable for

all damages, that emerge to the PLC Group as a result of the neglect of duties in the sense of

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§§ 7 – 9 and § 10 passage 3 and 4, except if it is the case that the sales partner is not respon-

sible for the neglect of duties.

(5) In the case of a claim of a third party due to a violation of one of the in §§ 7 – 9 and § 10

passage 3 and 4 organized duties or any other violation by the sales partner of applicable law,

the sales partner exempts the PLC Group of any liabilities. Especially does the sales partner

commit itself in so far, to carry any costs, especially costs for lawyers, courts or damage claims,

that emerge to the PLC Group in this context.

§ 12 Adaption of prices

PLC GROUP reserves itself the right, especially with respect to changes of the market and or

sales structure, to change the prices to be paid by the sales partner, the provision share related

to each merit, the compensation plan or the user fees with the beginning of a new accounting

period, especially the right to raise prices or to adapt provisions to the given market conditions.

These changes will always be indicated to the sales partner within an appropriate time frame

before the change. An increase of prices about more than 5 % or changes in the compensation

plan of more than 10% at the expense of the sales partner give the sales partner the right to

contradict these changes. Does he or she not contradict the changed conditions within one

month after the anouncement of those, they will then automatically become part of the contract.

Changes of the contract made and known at the point of time that the contract is concluded

do not have to be announced and do not justify any right of the sales partner to oppose these.

In the case of an objection, PLC Group is entitled to cancel the contract at that point of time,

in which the changed or completed terms and conditions of business shall become valid.

§ 13 Means of promotion, Grants, Data processing

All free means of advertisement and other grants of the PLC Group can, with validity for the

future, always be revoked at any point of time.

§ 14 Compensation / Conditions of payment / modailities of provision payment / prohi-

bition of assignment

(1) As a compensation for his or her work, when achieving the necessary qualifications,

the sales partner receives provisions as well as other comoensations, that exclusively result

out of the requirement of qualification from the PLC Group compensation plan. All claims for

provisions result out of the respectively valid plan of compensation, that the sales partner can

review in her or his back office and which is accessible in the back office. With the payment

of the compensation, all costs of the sales partner for the maintenance and execution of her

or his business, unless these are agreed upon in a separate contract, are fully covered.

(2) PLC GROUP reserves itself the right, to demand of the sales partner to hand in a proof of

identity, Adress and registration of the business (e.g. trade license) before the realization of

the first payment. The proof of the trade license, the proof of identity, and Adress can be, de-

cided upon by the PLC Group, a copy of the current trade license and the identity card or

passport in combinaion with a current bill of electricity, gas, water or any other comparable

consumption bill or another proof of the population register (not older than one month), have

to be send via the formerly specified electronical way and have to happen within maximum 2

weeks after the request. For juridical persons or business partnerships or registered business

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man, a proof of identity of the responsible person (such as the managing director or personally

liable shareholders) and- as far as there is a registration in the commercial register- a copy of

the current extract of the commercial register (not older than one month) have to be submitted.

Moreover, the sales partner has to disclose her or his bank details before the first payment of

provisions.

(3) The sales partner will first be registered as a small trader by the PLC Group. He will inform

PLC Group immediately, if in the frame of his business practices he exceeds the limits for

small traders or opts to the payment of sales tax and will indicate his VAT number in the notifi-

cation. As soon as the claim for provision of the sales partner first exceeds the amount of 1.300

€, the sales partner will not be considered by PLC Group as a small trader anymore, so that

PLC Group will request the sales partner to transmit his VAT number, which then has to be

transmitted to PLC Group immediately, latest though 14 days after the request of transmission

to the PLC Group. In the case that the sales partner does not owe a VAT number, he or she

has to transmit the application for the attribution of a VAT number within the aforementioned

time frame. PLC Group will only payout the provision after the transmission of the VAT number

and use its right of retention until then. It is explicitly pointed out here that there is the possibility

of suspension according to § 15 (1) of this general sales partner conditions.

(4) Provisions and fees of the sales partner can, in so far that a different bank account is not

explicitly accepted by the PLC Group in written form, only be transmitted to bank accounts that

are registered on the name of the natural person, business partnership or juridical person that

has a contractual relationship with the PLC Group.

(5) PLC GROUP has the right for assertion of a right of retention in the frames of the applicable

laws. Moreover, the PLC Group is entitled to assertion of a right of retention regarding the

payment of provision, when not all legally necessary documents are available before the first

payment, such as e.g. the VAT number for juridical persons, as far as submitted and granted.

In case of exercising the right of retention of provision payments by the PLC Group it shall be

agreed upon that the sales partner is not entitled to claim for interest rates in the time period

of the retention of the provision.

(6) PLC GROUP is entitled to count up financial claims, that the PLC Group has towards the

sales partner with his or her claims for provision The sales partner is entitled to count up claims,

when the counterclaims are uncontested or legally ascertained.

(7) Relinquishments and pledges are excluded from claims of the sales partner from sales

partner contracts. The burdening of the contract with the rights of third parties is not permitted.

(8) The sales partner will review and verify the granted payoffs as soon as possible and imme-

diately give notice on possible objections. All claims for provision result from the respective

compensation plan, which the sales partner can access and review in his or her back office.

Inaccurate provisions, boni, or any other payments have to be disclosed in written form to the

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PLC Group within 60 days after the inaccurate payment. After this point of time the provisions,

Boni or any other payments are considered approved.

(9) The provisions will be disbursed weekly through the PLC Group in consideration of the

payment modalities and payment types and after the explicit demand of the sales partner.

§ 15 Suspension of the sales partner

(1) In the case that the sales partner does not provide all necessary documents for verification

within the 14 days after the registration and acknowledgement of the requirements for the

payment of provisions, PLC Group is entitled to a temporary suspension of the sales partner

until the point of time that the sales partner transmits all legally necessary documents for veri-

fication. The aforementioned also applies to the ineffective lapse of the deadline in the sense

of § 14 (2) or a similar violation of the specifications stated in § 14 (3) until the necessary action

is carried out as well as to a non-payment of the fees or license charges through the partner.

The time frame of a suspension does not entitle the sales partner to an exceptional termination

of the contract nor does it entail a repayment of the previously payed products or merits, further

it does not entail any entitlements to damage claims, except in the case that the sales partner

is not responsible for the suspension.

(2) Claims on provisions, that cannot be payed off due to the above mentioned reasons, will

be listed as an accrual within the PLC Group and will loose their value at latest within one year

of the legal time limitations of claims.

(3) In any case of the declaration of a warning, the PLC Group is entitled to demand a com-

pensation for the costs resulting from anouncing the warning

(4) Independently from those reasons for suspension mentioned in passage (1), PLC Group

reserves itself the right of a suspension out of any other important reasons. PLC Group espe-

cially reserves itself the right to block the access of a sales partner without prior notice if the

sales partner violates the obligations declared in passage §§ 7 - 9 und § 10 passage 3 and 4

or violates any other applicable law, or if any other important reason is at hand. If there is no

important reason for a dismissal at hand and PLC Group sends a warning according to § 11

(1) to the sales partner, then the suspension can be repealed, as far as the sales partner

eliminates the respective violation of obligations within the time frame determined by the PLC

Group.

§ 16 Duration and termination of the contract and consequences from the termination /

refund policies

(1) This sales partner contract is agreed upon to be valid for a time frame of 12 months.It

automatically extends for another 12 months with the payment of the in § 6 (2) mentioned

service fee, unless it is terminated in written form by one of the parties within the time period

of one month before the end of the contract. In so far that the sales partner did not pay the

aforementioned service fee within 30 days to the end of the respective period of duration of

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the contract and prior request for payment through the PLC Group, the contract will automa-

tically be cancelled. Despite this, the sales partner does also have the possibility to cancel the

contract with the ordinary time span of one month to the end of each month within the 12-

month duration of the contract.

(2) Despite the reason for dismissal mentioned in (1), the PLC Group will reserve itself the right

of a dismissal out of an important reason. An important reason is given especially with a viola-

tion of one the in § 7 stated obligations, in so far that the sales partner does not act according

to the obligation of the elimination of the breach of duty in the sense of § 11 passage (1) in the

appropriate stipulated time span or that after the elimination of the breach of duty a similar or

the same incident of a breach of duty occurs. When it comes to a violation of those in § 8, 9

and 10 (3) and (4) stated obligations, as well as in the case of an especially serious breach of

duty of those in § 7 or any other applicable contractual or legal right, the PLC Group is entitled

to an immediate dismissal without prior notification or warning. It is further another exceptional

reason for dismissal at hand, if the sales partner does not uphold the specifications of § 14 (2)

and (3) and further, even after a suspension according to § 15 (1) and a last set deadline to

fulfill the requirements passes without any actions. It is further another exceptional reason for

a dismissal for each party, if there is insolvency proceedings opened over one party or if the

opening of an insolvency proceeding is declined for the lack of financial resources, or in the

frames of a foreclosure an affirmation in lieu of oath is given over the inability to pay. The right

for an exceptional dismissal keeps to exist despite further demands.

(3) Domains, that contain the sign of the „PLC GROUP “, a brand, a commercial designation

or a work title of the PLC Group, shall not be used after the termination of the contract and

thereby have to be handed over to the PLC Group in return for the coverage of the costs for a

transfer of the web domain. The aforementioned is further applicable for brands, commercial

designations or work titles, of which the PLC Group has the exclusive right of use.

(4) In case of the a preterm cancellation of the contract with a minimum duration such as e.g.

the contract over the right of use according to measure of the § 6 (service fee) there is no

entitlement to a payback of the fees or the compensation, except for the sales partner to excep-

tionally cancel the contract due to an important reason.

(5) A sales partner can reregister over another sponsor after the exceptional termination of the

contract of his or her former position. Precondition is, that the proper termination of the contract

and its confirmation through PLC Group for the former position of the sales partner has to date

back minimum 6 months and the cancelling sales partner did not carry out any activities for

PLC group during this time.

(6) When ending the contract, the sales partner looses his right of provisioning, as well as the

sales partner is not entitled to receive a compensation for sales representatives, as the distri-

bution partner is no sales representative in the sense of the commercial code.

(7) In case that one sales partner demands other merits of the PLC Group, that are indepen-

dent from the sales partner contract, then these merits and benefits will remain unaffected

even after the termination of the sales partner contract, except it is the case that the sales

partner explicitly demands the end of those well and that the termination of those is according

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to the applicable regulations. If the sales partner keeps to purchase services and products of

the PLC Group, then he will be listed as a normal customer.

(8) Notices of dismissal always have to happen in written form, whereby the proper dismissal

can also be send via e-mail

§ 17 Disclaimer

(1) For damages other than those resulting out of an injury of life, body and health, the PLC

Group is only liable in so far that these are a result of intentional or grossly negligent actions

or culpable breach of an essential contractual obligation (e.g. payment of the provision)

through the PLC Group, its employees or vicarious agents. This further applies to damages

from the breach of obligations during contract negotiations as well to the realization of illegal

actions. Any further liability on damage compensation is not possible.

(2) The liability is, except for the injury of life, body and health or intentional or grossly negligent

behavior of the PLC Group, its employees or vicarious agents limited to those typically pre-

dictable damages at the point of time of concluding the contract. Moreover, the amount of those

damages is limited to the contract typical average damages. This also applies to indirect da-

mages, especially lost profit.

(3) For damages, despite the kind of damage, that result from the loss of data on the servers,

the PLC Group cannot be held liable, except in the case of an intentional or grossly negligent

fault of the PLC Group, its employees or vicarious agents. Contents that are saved by the sales

partners are considered external information by the PLC Group in the sense of the TMG.

(4) The regulations of the product liability act shall remain unaffected by this.

§ 18 Übertragung des Geschäftsbetriebs / der gesponserten Struktur auf Dritte/ Tod des

Vertriebspartners

(1) PLC GROUP can transfer its contractual position to another successor company either

partly or completely at any point of time, which continues those business transactions, which

are subject to the contract, in the same way and fully steps in the existing rights and obligations.

(2) The sales partner is entitled to the transfer of the distribution channel only to his or her

registered life partner, spouse and to family members of 1st degree and only after explicit

approval through the PLC Group in written form. Despite this, it is not allowed to transfer the

distribution channels to anyone else.

(3) In so far that the sales partner is registered as a juridical Person or a business partnership,

the transfer of the distribution channel is then only permitted when the other preconditions of

the contract are met

(4) In so far that a juridical person or business partnership that is newly registered as a sales

partner, wants to accept another proprietor, this will be possible in so far if the previous proprie-

tors, that applied for the sales partnership remain proprietors as well. If one of the proprietors,

who wants to withdraw from the as sales partner registered juridical person or business part-

nership or wants to transfer his share to a third party, then this action is permissible as well

after the appropriate application in written form and, if applicable, under submission of the

appropriate notarial documents and in accordance to the specifications of this contract in

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consideration with the measures to the in (2) stated general sales partner conditions. PLC

Group imposes an administration fee of 25,00 € for the processing of this application. If this

precondition is not met, PLC Group reserves the right to cancel the contract of the as sales

partner registered juridical person or business partnership.

(5) The sales partner contract will end latest with the death of the sales partner. The sales

partner contract can be passed on in adherence to the normal legal conditions. Within 6 mon-

ths after the death of the sales partner, there has to be a new sales partner contract concluded

with the successor, through which she or he steps into the rights and obligations of the legator.

In the case that the successor or one of the successors is already registered as a natural

person within the PLC Group, this person then has to give up the previous position within the

distribution channel of PLC Group, since for each natural person there can only be one position

in the marketing plan assigned to each natural person. Otherwise the successor can also

transfer one of the both distribution structure according to the measure of § 18 (2) to a third

person. The death has to be proven with a certificate of death. In case that there is a will about

the inheritance of the sales partner contract, a notarial accredited has to be submitted. After

the unused pass of the six-month time period, all rights and obligations from the contract are

being transferred to the PLC Group. In exceptional cases the six-months period can be exten-

ded for an appropriate length, in the case for the successor to be disproportionately short.

§ 19 Separation / Dissolution

In the case that a sales partner who is registered as a juridical person or a business partnership

internally ends his corporation, then it also applies after the separation, dissolution or any other

termination of the aforementioned corporation there is only one sales partner position. The

separating members / partners have to make an internal agreement about trough which mem-

ber / partner the sales partnership shall be continued and then indicate the agreement to the

PLC Group in written form. In the case of an internal conflict about the consequences of the

separation, divorce, dissolution or other termination in relation to the sales partnership at PLC

Group, PLC Group reserves itself the right of an exceptional termination, if it is the case that

the conflict would lead to a negligance of the obligations as a sales partner, to a violation of

applicable laws or to an inappropriate burden of the down- and upline.

§ 20 Consolidation of the compensation plan

(1) The compensation plan and its contained specifications are explicitly part of the sales

partner contract. The sales partner has to meet these specifications according to the respec-

tively valid version.

(2) With sending the online application to the PLC Group, the sale partner declares at the same

time to have acknowledged the compensation plan and that he or she has accepted these

documents as part of the contract.

(3) PLC GROUP is always entitled to make changes in the compensation plan at any

point of time. PLC Group will announce changes with an appropriate time period before

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the changes are about to become valid. The sales partner has the right to object these

changes, if he does not explicitly agree to the changes. In the case of changes, the sales

partner has the right to terminate the contract at the point of time that the changes are

about to become valid. If the sales partner does not terminate the contract within 4

weeks after the realization of the change, this then equates the acceptance and acknow-

ledgement of the changes.

§ 21 Agreement to the use of photographic and audiovisual material

The sales partner grants PLC Group the free-of-charge right to capture and realize photogra-

phic and or audiovisual material with his or her picture, voice recordings or statements and

citations from him or her in the frames of his function as a sales partner. In so far the sales

partner agrees explicitly to a publication, use, duplication and change of his citations, audio-

or other recordings. The sales partner has the right to object the aforementioned agreement.

In the case of objection, the PLC Group will close the use within a time period of one month.

§ 22 Data protection and privacy policies

(1)The now following declaration of data protection is part of the other data protection policies,

which can be reviewed in the Back Office (Web Office)

(2) PLC GROUP uses the person relaxed data (e.g. name, adress, e-mail adress, phone num-

ber, fax number, bank account data) according to the regulations of the german data privacy

laws for the purpose of accounting and fulfillment of the contract. In so far, the PLC Group

does only collect, save and process data that the sales partner offers along with the application

form and does not create specific user behavior profiles.

(3) For the purpose of the fulfillment of the contract, such as e.g. the accounting, con-

clusion of a rental contract or the payoff of provisions, product- and Marketinginforma-

tion the person related data of the sales partner are send to third parties such as the

accountant or the payment service provider, as far as this is necessary for the above

mentioned contractual obligations.

(4) The sales partner has the possibility to object the transfer of his data at any point of time

and with validity for the future via the e-mail adress [email protected] zu

(5) Beyond the aforementioned purpose, all person related data transmitted to the PLC Group

will not be given to any other third parties without the explicit agreement in written form unless

that this happens due to legal directions or directions from local authorities.

(6) After the termination and execution of the contract, which also includes the payment of the

fees agreed upon, the data of the sales partner, except the data for which an agreement of

further use has been given, will be deleted unless that there is a legal obligation to store the

data.

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(7) In so far that the partner wishes to receive further information about the storing, deletion or

blocking of his person related data, the data protection officer is directly available.

§ 23 Limitation

The claims from this contractual relationship will loose their validation in 6 months from the

point of time on, in which the respective claim is due and the entitled person knows about the

circumstances, which reason his or her claim or demand / when his or her misinformation of

these conditions result from gross negligence. Untouched remain those laws applicable that

state a minimum time span of 2 years for these regulations.

§ 24 Applicable law / jurisdiction

(1) It applies the law of the registered office of the PLC Group, except for the UN- business

law. Untouched remain those regulations of the state, in which the sales partner has his or

her usual place of residence.

(2) The jurisdiction an the place of execution shall be, unless there is any official applicable

law stating the opposite, the registered office of the PLC Group.

§ 25 Final clauses

(1) PLC GROUP reserves itself the right to a change of the general sales partner condi-

tions at any point of time. The PLC Group will indicate changes with an appropriate time

span before these become valid. The sales partner has the right to object those chan-

ges. In the case of the objection, the sales partner is entitled to terminate the contract

at the beginning of the realization of those changes. In case he does not terminate the

contract within 4 weeks after the changes become valid, the sales partner explicitly ack-

nowledges and agrees to the changes.

(2) Furthermore any changes or additions in this general sales Partner conditions require the

written form. This applies as well to the cancelling of the demand for the use of the written

form.

(3) In case of inefficacy or incompletion of one clause o this general user conditions, all other

clauses and articles remain to be valid. Rather this clause shall be replaced by one, that is

effective and comes economically the closest to the invalid clause. The same shall apply to

the closing of a gap that requires regulation.

State of the general sales partner conditions: 12.05.2017