General Terms and Conditions

General Terms and Conditions of Sale and Delivery

§ 1 Scope of Application, Form

1. These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers. Pappenverarbeitungs-Gesellschaft m.b.H. provides its deliveries and services (hereinafter collectively referred to as “Delivery”) exclusively on the basis of these GTCS. We operate under the brand names “Prima Welle”, “Prima Verpackung” and “Prima Logistik” (hereinafter collectively referred to as “Pappenverarbeitungsgesellschaft”). These GTCS form an integral part of all contracts concluded with our customers.

2. These GTCS apply only if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

3. These GTCS apply in particular to contracts concerning the sale and/or delivery of paper-based packaging solutions in various product categories.

4. Unless otherwise agreed, these GTCS, in the version valid at the time of the customer’s order or, in any event, the version most recently communicated to the customer in text form, shall also apply as a framework agreement to similar future contracts without requiring us to refer to them again in each individual case.

5. Our GTCS apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the customer shall become part of the contract only if and to the extent that we have expressly consented to their application in writing. This requirement for consent applies in all cases, including where we perform Delivery without reservation despite being aware of the customer’s general terms and conditions.

6. Legally relevant declarations and notices by the customer relating to the contract (e.g. setting deadlines, notifying defects, withdrawal or price reduction) must be made in writing, i.e. in written or text form (e.g. letter, email or fax). Statutory formal requirements and further evidence, particularly in cases of doubt regarding the authority of the person making the declaration, remain unaffected.

7. We shall notify the customer of amendments to these GTCS in advance in writing or by email. If the customer does not object to such amendments within six weeks of receiving the notification, the amendments shall be deemed agreed. In the event of amendments, the customer shall be separately informed of the right to object and the legal consequences of remaining silent.

§ 2 Conclusion of Contract

1. Our quotations are subject to change and are non-binding. This also applies where we provide the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates or references to DIN standards), other product descriptions or documents, including in electronic form, in which we reserve ownership rights and copyrights.

2. The customer’s order for goods constitutes a binding contractual offer.

3. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivering the goods to the customer. The order confirmation shall be decisive for the content of the contract.

4. If the customer requests changes to the products, their design or construction after conclusion of the contract, such changes require a corresponding agreement and acceptance of the resulting additional costs.

§ 3 Product Characteristics, Production Samples

1. The production samples prepared on the basis of the agreed specifications and the generally accepted rules of technology shall be binding for the manufacture of the products. The production samples shall be submitted to the customer for inspection. If the customer has not received a production sample, the technical drawing shall be binding for the manufacture of the products.

   Unless dimensions are expressly specified otherwise, the dimensions used by us refer to internal dimensions in millimetres in the order length × width × height.

2. We reserve the right to deviations in the manufacture of the products within the applicable quality tolerances, including deviations resulting from technical progress and customary trade deviations. Further details of the tolerances applicable to individual product categories are set out in §§ 4 and 5 of these GTCS. Weight deviations of up to 10% above or below the specified weight shall be deemed agreed unless otherwise provided in §§ 4 and 5.

3. The inspection catalogues for corrugated board boxes, Parts I and II, issued by Verband der Wellpappen-Industrie e.V., as amended from time to time, shall govern the assessment of deviations.

4. We shall apply company names and identifiers, contact addresses and establishment identification numbers, production and product identification data, and other identifiers and markings to the products in accordance with established practice or applicable regulations and subject to the available space. The customer shall inform us at an early stage of the intended purpose and reasonably foreseeable use of the products to be delivered so that potential statutory labelling obligations can be examined.

5. Irrespective of the foregoing, the customer shall be solely responsible for complying with statutory labelling requirements relating to the goods to be packaged in our products and shall provide us with the relevant specifications in writing. This also applies where, at the customer’s request, the products to be delivered by us are to be printed exclusively with the customer’s company identifier, irrespective of the goods to be packaged.

§ 4 Quality and Quantity Tolerances for the Corrugated Board Product Category

1. Quality tolerances

a. With regard to quality tolerances, the guidelines and standards developed by the relevant trade associations and the applicable DIN standards shall apply additionally. For corrugated board, these include in particular the inspection catalogue for corrugated board boxes published by Verband der Wellpappenindustrie e.V. (VDW), as amended from time to time, and the association’s additional inspection and classification regulations. The relevant regulations may be made available to the customer upon request, including in extract form.

b. Customary trade deviations in material composition, sizing, colour, weight and thickness, smoothness and cleanliness of the processed papers shall also fall within the permissible quality tolerances.

2. Quantity tolerances

The customer agrees to the following overdeliveries and underdeliveries:

• Up to 1,000 m²: ± 100%

• From 1,001 to 5,000 m²: ± 20%

• From 5,001 m²: ± 10%

§ 5 Quality and Quantity Tolerances for the Cartonboard, Solid Board and Paper Product Categories

1. Quality tolerances

a. The guidelines and standards developed by the relevant trade associations and the applicable DIN standards shall apply additionally. For cartonboard, solid board and packaging paper, these include in particular the quality guidelines for the manufacture of folding cartons issued by Fachverband Faltschachtelindustrie e.V. (FFI) and/or the inspection catalogues issued by Verband Deutscher Papierfabriken (VDP) and Verband Vollpappe Kartonagen (VVK), as amended from time to time. The relevant provisions may be made available to the customer upon request, including in extract form.

b. Customary trade deviations, particularly during the planning and design phase and in gluing, coating, colouring, printing, cleanliness and freedom from dust of cartonboard, shall fall within the permissible quality tolerances.

c. The following deviations and supplementary provisions shall be deemed contractually agreed for all products:

• Grammage: Deviations in weight and thickness of up to ± 10% are permissible for cartonboard, solid board, packaging papers and packaging made from these materials. The thickness used shall be attributed to the weight of the relevant grade. When calculating permissible deviations, the confirmed weight per square metre shall be used or, where a maximum or minimum weight has been agreed, the average grammage of the entire delivery.

• Flexographic printing registration tolerance: ± 1.2 to 1.6 mm.

• Material: Minor deviations in surface finish, cleanliness, hardness, smoothness, material properties, material composition, sizing, coating, colour and similar characteristics are deemed contractually compliant. For deliveries with specified material compositions and strengths, deviations of up to 10% shall be considered minor.

• Bending stiffness: A deviation of −15% from the specified stiffness shall be deemed contractually compliant. Within the tolerance range, 95% of all measured values must exceed the lower tolerance limit. Bending stiffness must be measured in both directions for each sample. The resulting mean value represents the bending stiffness of the individual sample. Testing shall be carried out according to DIN 53121 or DIN 53123-1.

• Thickness: A deviation of +5% from the specified thickness shall be deemed contractually compliant. Within the tolerance range, 95% of all measured values must fall within +5% of the specified thickness. Testing shall be performed according to DIN EN 20534.

d. Dimensional deviations complying with generally accepted technical standards within technically necessary tolerances attributable to materials and production processes are permissible.

2. Quantity tolerances

The customer agrees to the following overdeliveries and underdeliveries:

For all products:

• Up to 250 units: ± 100%

• From 251 to 5,000 units: ± 30%

• From 5,001 to 30,000 units: ± 25%

• More than 30,000 units: ± 10%

For orders with a production quantity of less than 1,000 m²: ± 100%.

For packaging made of cartonboard and solid board:

• Up to 5,000 units: ± 30%

• From 5,001 to 30,000 units: ± 25%

• More than 30,000 units: ± 10%

§ 6 Delivery Period, Delay in Delivery

1. The delivery period shall be agreed individually or may be specified by us upon acceptance of the order. Fixed delivery dates cannot be agreed.

2. Where a delivery period has been agreed, it shall commence upon dispatch of the order confirmation, but not before all matters relevant to production have been clarified, such as the availability of official permits or the customer’s approval of printing and die-cutting. The delivery period shall be suspended for the duration of the customer’s inspection, for example of production samples. It shall recommence if the customer requests changes after the order confirmation that affect the production period.

3. Where the customer collects the goods, the delivery period shall be deemed complied with if readiness for dispatch is notified in good time. Otherwise, the delivery period shall be deemed complied with if we dispatch the goods in good time.

4. If we are unable to meet binding delivery periods for reasons beyond our control (unavailability of performance, technical breakdowns, staff shortages affecting the entire industry or reduced availability of raw materials on the market), we shall inform the customer immediately and at the same time notify the customer of the anticipated new delivery period.

   If performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the customer shall be refunded without delay.

   Unavailability of performance within this meaning includes, in particular, failure of our supplier to deliver to us in good time, provided we have entered into a corresponding covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case.

5. The occurrence of a delay in delivery on our part shall be determined in accordance with statutory provisions. In all cases, however, a reminder from the customer shall be required.

6. Where only individual partial performances are delayed, any resulting rights of withdrawal or termination shall apply only if the partial performance is of no interest to the customer.

7. The customer’s rights under § 15 of these GTCS and our statutory rights, particularly where the obligation to perform is excluded (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

8. In cases of force majeure or other circumstances beyond our control, such as mobilisation, war, civil unrest, accidents, strikes, lockouts, natural disasters, shortages of energy, water, raw materials or operating supplies, we shall not be liable for impossibility of delivery or delays in delivery. Agreed dates shall be postponed by the duration of the disruption plus a reasonable restart period.

   If such an event lasts longer than three months, either contracting party may withdraw in whole or in part from the contract relating to the specific delivery after expiry of a reasonable additional period. No claims for damages against us shall arise in such cases. We shall inform the customer of any force majeure event immediately after becoming aware of it.

§ 7 Delivery, Transfer of Risk, Acceptance, Default in Acceptance

1. Where delivery has been agreed, delivery shall be made ex works at the customer’s expense and risk. The risk of accidental loss or deterioration of the goods and the risk of delay shall pass to the customer upon dispatch, even where carriage-paid delivery has been agreed. Unless otherwise agreed, we shall be entitled to determine the method of dispatch, in particular the carrier, transport route and packaging.

2. We shall also be entitled to make partial deliveries unless an identifiable legitimate interest of the customer prevents this.

3. The customer accepts overdeliveries and underdeliveries arising for production-related reasons, known as quantity tolerances. This also applies to replacement deliveries in the course of subsequent performance and comparable cases. In the case of partial deliveries, overdeliveries or underdeliveries may be distributed among the individual deliveries. A quantity tolerance of up to 10% shall be deemed agreed unless otherwise provided in §§ 4 and 5 of these GTCS. As a general rule, payment shall be made for the quantity actually delivered.

4. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer no later than upon handover. In the case of a sale involving shipment, however, the risk of accidental loss and deterioration and the risk of delay shall pass upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.

   Where acceptance has been agreed, acceptance shall determine the transfer of risk. The statutory provisions governing contracts for work and services shall otherwise apply accordingly. Handover or acceptance shall be deemed equivalent to the customer’s default in acceptance.

5. If the customer defaults in acceptance, fails to perform an act of cooperation, or our delivery is delayed for other reasons attributable to the customer, we shall be entitled to compensation for the resulting damage, including additional expenses such as storage costs.

6. The risk of accidental loss or deterioration of the delivery shall pass to the customer as soon as the customer is in default of acceptance.

7. In the case of collection, the customer shall collect the goods no later than two working days after the delivery date. If the goods are not collected within this period, the supplier shall transfer them to external storage at the customer’s expense. The customer shall bear the following costs:

   • Transfer to storage: EUR 2.00 per pallet

   • Re-provision for collection: EUR 2.00 per pallet

   • Storage fee: EUR 0.15 per calendar day per pallet

§ 8 Prices, Payment Terms

1. Unless otherwise agreed in an individual case, the prices applicable at the time of conclusion of the contract shall apply, plus statutory VAT.

2. Prices are ex works (EXW production plant under Incoterms® 2020) and include strapping. Freight costs and costs of additional packaging, such as wrapping, insurance and other incidental expenses, such as storage, external handling and toll charges, are not included in the prices and shall be charged separately to the customer. The customer shall also bear any customs duties, fees, taxes and other public charges.

3. For products supplied on a recurring basis, we shall be entitled to adjust our prices at our reasonable discretion, taking due account of the customer’s interests, to reflect price changes, particularly in raw materials, freight and increased personnel costs. We shall notify the customer of such price changes in text form with reasonable notice before the new prices take effect.

   If the price increase exceeds 10%, the customer may terminate the contract in respect of the affected products with one month’s notice effective as of the announced implementation date. The agreed prices shall continue to apply until termination of the contract.

4. The purchase price shall be due and payable within 14 days of the invoice date with a 2% cash discount on the gross value of the goods, or net without deduction within 30 days of the invoice date. However, even within an ongoing business relationship, we shall be entitled at any time to carry out a delivery in whole or in part only against advance payment or provision of security. We shall declare such a reservation no later than in the order confirmation.

5. For payments by cheque, the date on which the invoice amount is credited to our account shall be deemed to be the date of receipt of payment and the date of delivery or acceptance of the goods.

6. We shall accept discountable and duly taxed bills of exchange as conditional payment only where expressly agreed. Discount charges and costs associated with redemption shall be borne by the customer. The debt shall be discharged only upon redemption; no cash discount shall be permitted.

7. Upon expiry of the above payment period, the customer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate. We reserve the right to claim additional damages caused by default. Our entitlement to commercial maturity interest pursuant to § 353 HGB remains unaffected in relation to merchants.

8. The customer shall have rights of set-off or retention only to the extent that the relevant claim has been finally adjudicated or is undisputed. In the event of defects in the delivery, the customer’s counter-rights, particularly pursuant to § 14(8), sentence 2 of these GTCS, remain unaffected.

9. The assignment of claims against us is hereby expressly excluded pursuant to § 399 BGB. § 354a HGB remains unaffected.

10. If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardised by the customer’s lack of ability to perform, we shall be entitled to refuse performance and, where applicable after setting a deadline, to withdraw from the contract in accordance with statutory provisions (§ 321 BGB).

    In contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately. The statutory provisions governing cases in which setting a deadline is unnecessary remain unaffected.

§ 9 Packaging and Pallets

1. Strapping of the products is included in the agreed price. Additional packaging, such as protective wrapping, is available at the customer’s request. This and the corresponding charges require a written agreement.

2. If the products are to be delivered on reusable pallets, with or without cover boards (hereinafter referred to as “transport equipment”), the customer must acknowledge receipt. The transport equipment remains our property unless the customer returns transport equipment of the same type, quantity and condition to us on the delivering truck at the time of delivery. The transport equipment will be charged to the customer unless it is returned to us carriage paid within one month of delivery.

3. If we maintain a pallet account for the customer covering transport equipment belonging to us, the customer shall receive a monthly account statement upon request.

4. If the customer does not object in writing within 14 days of receiving the account statement, the account balance shall be deemed acknowledged by the customer.

5. The pallet account balance should under no circumstances exceed 600 pallets.

6. If the account shows an outstanding balance of 600 pallets, arrangements shall be discussed with the customer for the return collection of the pallets within the following 10 working days. The following rules apply to the allocation of costs for returning the pallets:

   • If the customer did not exchange the pallets upon delivery of the goods, the customer shall bear the return transport costs.

   • If the freight forwarder was unwilling to exchange the pallets, the freight forwarder shall bear the return transport costs.

   • If neither the freight forwarder nor the customer was willing to exchange the pallets, the truck costs shall be allocated proportionately.

   Documents recording pallets that were not exchanged shall serve as evidence of which party failed to exchange them.

7. If no agreement is reached with the customer within 10 working days of notification that the maximum outstanding pallet balance has been exceeded, the outstanding pallets shall automatically be invoiced. Notification shall be made by means of a pallet account statement.

8. The replacement purchase price applicable at the time the invoice is issued shall be used to calculate the charges for the pallets.

§ 10 Storage

1. Where agreed, the products shall be stored after manufacture until delivery to the customer, either at our premises or at the premises of a third party commissioned by us.

2. The maximum storage period is 90 days unless otherwise agreed with the customer. Upon expiry of the maximum storage period, the customer shall be obliged to pay for the ordered product at the price applicable at that time, provided the customer has not called off or ordered the product or the product has not been delivered to the customer by that time.

3. If the customer wishes the product concerned to be stored for a further period, an appropriate agreement may be concluded in return for reasonable remuneration.

§ 11 Storage Orders

1. The customer places a storage order (also referred to as a blanket order) with the supplier. The supplier manufactures the ordered quantity and places it in its warehouse. The customer calls off partial quantities or the entire quantity of the ordered goods in writing. The supplier then delivers the requested quantity to the customer.

2. The maximum storage period is 90 calendar days. The supplier shall inform the customer when the maximum storage period expires. After expiry of the maximum storage period, the supplier may deliver and invoice all remaining goods. The customer is obliged to accept the remaining goods within one week after expiry of the maximum storage period and to pay for them in accordance with the agreed payment terms.

3. After expiry of the maximum storage period, the customer may also instruct the supplier to destroy the goods. The supplier shall then destroy and invoice the goods. The customer is obliged to pay in full for the goods released for destruction in accordance with the agreed payment terms. The customer must instruct the supplier to destroy the goods no later than one week after expiry of the maximum storage period.

4. After expiry of the maximum storage period, the customer also has the option of requesting an extension of the storage period by up to three months. The customer undertakes to pay a daily storage fee of EUR 0.15 per pallet for the extended period. The fee shall be invoiced once a month.

   The customer acknowledges that the supplier can guarantee the agreed stability values of the goods only for a maximum storage period of 90 working days.

   The payment terms agreed with the customer shall apply to the storage fee.

5. If the customer refuses to accept the remaining goods after expiry of the maximum storage period, or if the customer fails to respond within two weeks of being informed that the maximum storage period has expired, the supplier may destroy and invoice the goods. The customer is obliged to pay for the goods in full in accordance with the agreed payment terms.

§ 12 Storage of Cartonboard, Solid Board and Packaging Papers at the Customer’s Premises

1. Packaging material should not be stored for more than six months after the date of manufacture. After this period, we can no longer provide any warranty regarding the technical functionality of the packaging. Packaging material should therefore be used in the order in which it was delivered.

2. Pallets that have been partially used must be covered again with cover boards and stored under protective film. Folding cartons intended for packaging machines should be kept in their shipping packaging.

3. When stacking pallets containing flat blanks, it must be ensured that the top surface is packed to a uniform height across its entire area to enable proper stacking. Pallets containing folding cartons intended for packaging machines must not be stacked on top of one another.

4. When storing packaging, a temperature of 10–35°C and a relative humidity of 40–75% must be maintained. At lower temperatures, the packaging material should be stored in its original packaging in the packing rooms for 24–48 hours before use, prior to being opened.

§ 13 Production Materials and Tools

1. If we manufacture or procure printing plates, lithographic materials, die-cutting tools, reproduction masters or other production materials for the execution of an order, we shall charge the customer the customary market prices for these items. We may additionally charge an appropriate flat-rate fee for maintenance, repair, replacement procurement, cleaning, storage and personnel costs.

2. Invoice amounts for production materials and tools shall be paid strictly net without any cash discount. This also applies to changes to production materials resulting from product modifications, technically necessary replacements and production materials for new products.

3. We shall retain production materials and tools for a maximum period of two years from the date of the last order. They shall remain our property even after termination of the contract. The customer shall acquire no right to ownership or possession of them.

4. Production materials provided by the customer or by a third party on the customer’s behalf, such as print artwork, shall not be retained for more than six months from the date of the last order.

§ 14 Retention of Title

1. We retain title to the goods sold until all our present and future claims arising from the purchase contract and an ongoing business relationship have been paid in full. In the case of payment by cheque or bill of exchange, the date of redemption shall be decisive.

2. Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before the secured claims have been paid in full. The customer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties gain access to goods belonging to us (e.g. through attachment).

   In the event of attachment, seizure or other access by third parties, the customer must draw attention to our retention of title and notify us immediately in writing. The customer shall bear the resulting costs, including the costs of third-party opposition proceedings pursuant to § 771 of the German Code of Civil Procedure (ZPO).

3. The customer is obliged to insure the goods subject to retention of title adequately at replacement value against fire, water, storm and theft damage at the customer’s own expense and to handle them with due care.

4. If the customer acts in breach of contract, in particular by failing to pay the purchase price when due, we shall be entitled, in accordance with statutory provisions, to withdraw from the contract and/or demand surrender of the goods on the basis of our retention of title.

   A demand for surrender shall not simultaneously constitute a declaration of withdrawal. Rather, we shall be entitled merely to demand surrender of the goods while reserving the right to withdraw from the contract.

   If the customer fails to pay the purchase price when due, we may exercise these rights only after unsuccessfully setting the customer a reasonable deadline for payment or where such a deadline is not required under statutory provisions.

5. Until revocation in accordance with paragraph (c) below, the customer shall be authorised to resell and/or process goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply.

   a. Retention of title extends to products resulting from the processing, mixing or combination of our goods at their full value, whereby we shall be deemed the manufacturer. If third-party ownership rights remain in force in the event of processing, mixing or combining goods with those of third parties, we shall acquire co-ownership in proportion to the invoice values of the goods processed, mixed or combined.

   In all other respects, the same provisions shall apply to the resulting product as to goods delivered subject to retention of title.

   b. The customer hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods or products, either in full or in the amount corresponding to our co-ownership share under the preceding paragraph. We hereby accept the assignment. The customer’s obligations under paragraph 2 shall also apply to the assigned claims.

   c. The customer shall remain authorised, alongside us, to collect the assigned claims. We undertake not to collect the claims as long as the customer fulfils its payment obligations towards us, there is no impairment of its ability to perform, and we do not enforce retention of title by exercising a right under paragraph 4.

   If any of these circumstances arise, we may require the customer to disclose the assigned claims and the respective debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the customer’s authority to resell and process goods subject to retention of title.

   d. If the realisable value of the securities exceeds our claims by more than 20%, we shall, at the customer’s request, release securities of our choice.

§ 15 Claims for Defects

1. Unless otherwise specified below, the customer’s rights in the event of material defects and defects of title shall be governed by statutory provisions.

2. The primary basis of our liability for defects is the written agreement concerning the quality and characteristics of the goods. In the absence of a written agreement, we do not generally provide any guarantees or assurances regarding the characteristics of the goods.

3. Deviations within the applicable quality and quantity tolerances shall not constitute defects. Deviations from statements in brochures and/or advertising materials and from previous quotations shall likewise not constitute defects. Nor shall a quality mark printed on the deliveries constitute a defect. Technically unavoidable deviations between a manufactured sample and the machine-produced product shall also not constitute defects.

4. We assume no warranty or liability for printing errors that the customer failed to notice in an order approved by the customer. We also assume no responsibility for texts, markings, barcodes, images, graphic representations and similar content specified by the customer for printing on the packaging products.

5. We shall not be liable for defects attributable to materials specified by the customer, such as cartonboard, printing formes, adhesives, inks and coatings.

6. If the customer specifies the services of selected third parties, we shall not be liable for defects resulting from such specifications. The customer is responsible for ensuring that its specifications do not impair the suitability of the goods for their intended use.

   This shall not apply if we were aware of the unsuitability of the specified materials or service providers and concealed this fact from the customer.

7. As a general rule, we shall not be liable for defects of which the customer was aware when the contract was concluded or of which the customer was unaware due to gross negligence (§ 442 BGB).

   Furthermore, the customer’s claims for defects are conditional upon compliance with its statutory obligations to inspect the goods and notify defects (§§ 377, 381 HGB).

   If a defect becomes apparent upon delivery, during inspection or at any later point, we must be notified immediately in writing.

8. Obvious defects must in all cases be reported to us in writing immediately upon receipt of the goods. The customer is also obliged to inspect the delivery if production samples have been provided.

   Defects that cannot be detected upon inspection must be reported in writing within 14 days of discovery, but no later than three months after receipt of the goods.

   If the customer fails to inspect the goods properly and/or provide the required notification of defects, our liability for defects that have not been reported, have not been reported in time or have not been reported properly shall be excluded in accordance with statutory provisions.

9. If the goods delivered are defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering goods free from defects (replacement delivery).

   Subsequent performance may also consist of sorting out defective items from the affected delivery at the customer’s premises.

   We reserve the right to make a total of three attempts at subsequent performance unless this would be unreasonable for the customer.

   Our right to refuse subsequent performance under the statutory conditions remains unaffected.

10. We shall be entitled to make the subsequent performance owed conditional upon the customer paying the purchase price due. However, the customer shall be entitled to withhold an appropriate part of the purchase price proportionate to the defect.

11. The customer must grant us the time and opportunity necessary for the subsequent performance owed, in particular by handing over the goods complained of for inspection purposes.

    In the event of a replacement delivery, the customer must return the defective goods to us in accordance with statutory provisions.

12. We shall bear or reimburse the expenses necessary for inspection and subsequent performance, in particular transport, travel, labour and material costs and, where applicable, removal and installation costs, in accordance with statutory provisions, provided that a defect actually exists.

    Otherwise, we may demand reimbursement from the customer of the costs arising from an unjustified request to remedy a defect, in particular inspection and transport costs, unless the customer could not have recognised that there was no defect.

13. In urgent cases, such as where operational safety is endangered or disproportionate damage must be prevented, the customer shall be entitled to remedy the defect itself and demand reimbursement from us of the expenses objectively necessary for this purpose.

    We must be notified immediately, if possible in advance, of any such remedy undertaken by the customer.

    The right to remedy the defect independently shall not apply if we would be entitled to refuse the corresponding subsequent performance under statutory provisions.

14. If subsequent performance has failed, or if a reasonable deadline set by the customer for subsequent performance has expired without success or is unnecessary under statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price.

    However, there shall be no right of withdrawal in the event of an insignificant defect.

15. Claims by the customer for damages or reimbursement of wasted expenses, including in cases of defects, shall exist only in accordance with § 15 and shall otherwise be excluded.

§ 16 Other Liability

1. Unless otherwise provided in these General Terms and Conditions of Sale, including the provisions below, our liability for breaches of contractual and non-contractual obligations shall be governed by statutory provisions.

2. Within the framework of fault-based liability, we shall be liable for damages, irrespective of the legal grounds, in cases of intent and gross negligence.

   In cases of ordinary negligence, we shall be liable only in the following circumstances, subject to statutory limitations of liability (e.g. the standard of care applicable to one’s own affairs or an insignificant breach of duty):

   a. For damage resulting from injury to life, body or health.

   b. For damage resulting from a breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and may reasonably rely). In this case, however, our liability shall be limited to compensation for foreseeable damage typically arising.

3. The limitations of liability set out in paragraph 2 shall also apply in relation to third parties and to breaches of duty by persons for whose fault we are legally responsible, including for their benefit.

   They shall not apply where a defect has been fraudulently concealed, where a guarantee regarding the characteristics of the goods has been assumed, or to claims by the customer under the German Product Liability Act.

4. In the event of a breach of duty that does not constitute a defect, the customer may withdraw from or terminate the contract only if we are responsible for the breach of duty.

§ 17 Third-Party Rights and Copyright

1. The customer is obliged to respect the industrial property rights and copyrights of third parties.

   The customer is also obliged, upon first request, to indemnify us against claims by third parties arising from infringements of copyrights, trademark rights and other industrial property rights and to compensate us for any damage incurred as a result of third-party rights, including any court costs and legal fees incurred in defending such claims.

2. The customer shall inform us immediately if such claims are asserted and shall provide us with all necessary information.

3. We reserve all industrial property rights, copyrights and ownership rights in sketches, designs, proof prints, samples, constructions, specifications, drawings, calculations, tools and similar materials and objects.

   This also applies to written documents marked as “confidential”.

   The customer must obtain our express written consent before disclosing such materials to third parties or reproducing them.

   Even where the customer has been granted a right of use or sale, for example in respect of a sample, this does not entitle the customer to reproduce it.

§ 18 Confidentiality

1. The contracting parties undertake to treat as strictly confidential the work results of the other contracting party and all other information, in particular technical and commercial information, intentions, experience, findings, constructions, manufacturing processes, drawings, specifications, samples, models, material compositions and other information and documents, including pre-existing results, of which they become aware through cooperation under this contract.

   These obligations shall continue for a further five years after termination of the contract.

   The contracting parties undertake not to disclose such information to third parties, to protect it against access by third parties and not to make it the subject of their own applications for intellectual property protection.

2. The above agreement shall not apply to affiliated companies or third parties commissioned to perform the contract that have entered into corresponding confidentiality obligations with the contracting parties.

3. The contracting parties may disclose confidential information to potential subcontractors only with the prior consent of the other contracting party and subject to the imposition of corresponding confidentiality obligations.

4. The above obligations shall not apply to confidential information that was already known to a contracting party before disclosure under this contract, was independently developed by that party, was otherwise lawfully obtained, or is generally known or becomes generally known without any breach of this contract.

5. The contracting parties shall take appropriate measures to ensure that their employees, freelancers and subcontractors involved in the performance of this contract also comply with the above confidentiality obligations.

6. Obtaining trade secrets by observing, examining, disassembling or testing a product that is lawfully in the possession of the receiving party and is based on trade secrets of the party providing the product is prohibited.

   This prohibition shall cease to apply once the product concerned has been made publicly available.

7. Upon termination of this contract, all work results and other confidential information of one contracting party embodied in documents or other materials, including all copies, that are in the possession or under the control of the other contracting party must be returned in full and without delay to the party concerned, unless otherwise agreed in writing.

§ 19 Limitation Periods

1. Notwithstanding § 438(1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title, including claims for damages caused by defects resulting from breaches of performance obligations, subsequent performance obligations or ancillary obligations, shall be one year.

   Irrespective of § 18 No. 1, statutory limitation periods shall apply where the legislator has specified a period exceeding 24 months.

2. Where acceptance has been agreed, the limitation period shall commence upon acceptance. This shall not apply where a defect has been fraudulently concealed.

3. Further special statutory provisions governing limitation periods, in particular § 438(1) No. 1 and (3), §§ 444 and 445b BGB, shall also remain unaffected.

4. The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless applying the general statutory limitation periods (§§ 195, 199 BGB) would result in a shorter limitation period in an individual case.

   Claims for damages by the customer pursuant to § 15(2), sentence 1 and sentence 2(a), and under the German Product Liability Act shall be subject exclusively to statutory limitation periods.

§ 20 Governing Law and Place of Jurisdiction

1. These General Terms and Conditions of Sale and the contractual relationship between us and the customer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, our registered office in Diemelstadt shall be the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship.

   The same shall apply if the customer is an entrepreneur within the meaning of § 14 BGB.

   However, in all cases, we shall also be entitled to bring legal proceedings at the place of performance of the delivery obligation under these General Terms and Conditions of Sale or a prevailing individual agreement, or at the customer’s general place of jurisdiction.

   Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, shall remain unaffected.