This English version is a non-binding translation.
The legally binding version of the General Terms and Conditions is the German version.

GENERAL TERMS AND CONDITIONS

of WEBER Verpackungen GmbH & Co. KG, Westerhaar 38, 58739 Wickede/Ruhr, registered in the Commercial Register of the Arnsberg Local Court under HRB 4567, represented by WVW Verwaltungs GmbH, VAT registration number: DE 124900837

General Terms and Conditions of Sale

I. Scope of Application

These General Terms and Conditions of Business, Delivery, Payment and Sale (hereinafter “Terms of Sale”) apply to all offers, sales and deliveries of Weber Verpackungen GmbH & Co. KG (hereinafter “Supplier”) to the purchaser, even if they are not expressly mentioned in subsequent contracts. They apply exclusively to national and international business transactions with companies, legal entities under public law and special funds under public law.
Conflicting, additional or deviating terms and conditions of the purchaser shall not become part of the contract unless the Supplier has expressly agreed to their validity in writing. These Terms of Sale shall also apply if the Supplier carries out a delivery to the purchaser without reservation in the knowledge of its conflicting or deviating terms and conditions.
Individual agreements with the purchaser shall in any case take precedence over these Terms of Sale. Rights to which the Supplier is entitled under statutory provisions beyond these Terms of Sale shall remain unaffected.

II. Conclusion of Contract

Offers and cost estimates of the Supplier are subject to change and non-binding, unless they are expressly designated as binding offers.
An order shall only become binding when it has been confirmed by the Supplier in writing, by telefax or in text form by means of an order confirmation, unless delivery or invoicing takes place immediately. An order confirmation generated by automatic means, in which signature and name reproduction are missing, shall be deemed to be in writing. If the order confirmation contains obvious errors, typographical or calculation mistakes, it shall not be binding for the Supplier.
The purchaser shall be bound by its order / its offer for 10 working days. This period begins from the time of receipt of the order / the offer by the Supplier.
The characteristics of the delivery item owed by the Supplier are determined by the information contained in the Supplier’s specifications. The information contained in catalogs, brochures, circulars, advertisements, illustrations and price lists shall not determine the characteristics of the delivery item, unless they have been expressly incorporated into these specifications by reference to the specification.
If the purchaser subsequently requests changes to the order, such changes shall only be effective if agreement is reached between the contracting parties.
Illustrations, drawings, weight and dimensions as well as other descriptions of the delivery or performance from the Supplier’s documents are only approximate unless they are expressly designated as binding by written or electronic confirmation. They do not constitute an agreement or guarantee of a corresponding quality of the delivery or performance. In the event that the agreed target quality of the delivery or performance has been bindingly agreed with the purchaser, changes by the Supplier shall remain permissible insofar as they are carried out due to mandatory legal provisions and are reasonable for the purchaser. Design and form changes of the goods remain reserved insofar as the changes are not substantial and are reasonable for the purchaser. In the event of unreasonableness, the purchaser shall be entitled to withdraw from the contract. Further claims are excluded.
The assumption of guarantees and procurement risk requires express agreements between the parties, in which it is explicitly stated that a guarantee and/or procurement risk is assumed.

III. Delivery; Delivery Periods; Delay; Force Majeure

Unless expressly agreed otherwise, delivery shall be made ex warehouse of the Supplier (Westerhaar 38, 58739 Wickede/Ruhr), which is also the place of performance. At the request and expense of the purchaser, the goods shall be shipped to another place of destination (hereinafter: “shipment sale”), whereby the Supplier in this case shall be entitled to determine the method of shipment itself and to hand over the goods to the person entrusted with the transport (in particular carrier, route of transport and packaging). At the request of the purchaser – and at its expense – the goods shall be insured against the risks to be specified by the purchaser by means of transport insurance.
The written order confirmation of the Supplier shall be decisive for the scope of delivery. Changes to the scope of delivery requested by the purchaser, as well as to the delivery item itself, require written confirmation by the Supplier in order to be effective.
The Supplier shall be entitled to partial deliveries, provided this is reasonable for the purchaser.
Unless otherwise agreed, in the case of call-off deliveries, the purchaser shall be obliged to determine delivery schedules covering at least 6 months in advance and to call them off in good time in accordance with the determined delivery schedules before the respective delivery date. If the purchaser does not comply with this obligation or does not comply with it as stipulated, the Supplier shall, after setting a reasonable period of time and making a corresponding announcement therein, be entitled to carry out the call-off and/or scheduling itself, to deliver the goods or to withdraw from the contract. The right to claim damages for breach of duty shall not be excluded by withdrawal.
Unless otherwise agreed, the delivery date specified in the order confirmation shall apply as the delivery period. If the purchaser has not provided all documents, approvals, releases etc. to be procured by it at least one month before the agreed delivery date, the specified delivery date shall be extended by one month, starting from the date on which the aforementioned documents, approvals, releases etc. have been completely received by the Supplier.
A delivery period begins with the dispatch of the order confirmation by the Supplier, but not before the complete provision of any documents, approvals and releases to be procured by the purchaser, the receipt of an agreed advance payment, and the timely and proper fulfillment of any other obligations of cooperation by the purchaser.
Agreed delivery periods shall be deemed to have been complied with if the Supplier makes the goods available at the place of delivery by their expiry or – in the case of a shipment sale in accordance with paragraph 1 sentence 2 – hands them over to the person designated to carry out the transport, or if the purchaser has announced refusal of acceptance.
The Supplier shall not be liable for impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, pandemics, epidemics, difficulties in obtaining necessary official permits, official measures or the failure, incorrect or untimely delivery by suppliers), which the Supplier is not responsible for. If such events make delivery or performance significantly more difficult or impossible for the Supplier and the hindrance is not only of temporary duration, the purchaser shall be entitled to withdraw from the contract. In the case of obstacles of temporary duration, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the period of the hindrance plus a reasonable start-up period.
If the purchaser cannot reasonably be expected to accept the delivery or performance as a result of the delay, it may withdraw from the contract by immediate written declaration to the Supplier. This right of withdrawal shall only exist if the delay is attributable to the Supplier.
If the goods have been handed over to the purchaser on Euro pallets or mesh boxes (load carriers), the purchaser shall return load carriers of the same number as well as the same type and quality to the Supplier at the place of the original handover.
The purchaser shall be obliged, without prejudice to the provision in section XII. 1., to inspect the goods upon delivery for externally recognizable damage and to notify the Supplier immediately of any damage.

IV. Transfer of Risk

The risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser as soon as the Supplier makes the goods available at the place of performance in accordance with section III paragraph 1 sentence 1 or – in the case of a shipment sale pursuant to section III paragraph 1 sentence 2 – hands them over to the person designated to carry out the transport. This shall also apply if partial deliveries are made or if, contrary to section III paragraph 1 sentence 2, the Supplier has assumed the transport costs in an individual case.
If the purchaser is in default of acceptance, the Supplier may demand compensation for the damage resulting therefrom as follows: 0.5% of the net price of the delivery per day of delay, but not more than a total of 5% of the net price of the delivery. The assertion of further damages as well as proof of lesser damages shall remain reserved to the contracting parties. The risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser at the point in time at which it is in default of acceptance.
Delivered goods must be accepted by the purchaser, without prejudice to its claims for defects, even if they have insignificant defects. The purchaser shall also be obliged to accept the goods if the goods made available deviate in quantity by up to 5% or if the goods made available were delivered insignificantly too early.

V. Prices

The agreed price in EURO, as resulting from the order confirmation, plus value added tax, shall apply. Statutory value added tax is not included in the price and shall be shown separately in the invoice at the statutory rate applicable on the day of invoicing. Costs for transport, insurance, customs duties, etc. shall be charged separately unless otherwise agreed between the parties.
If more than four months elapse between the order confirmation and delivery and price increases occur during this period, in particular due to increases in wages, increases in raw material costs, general price increases due to inflation or comparable circumstances, the Supplier shall be entitled to charge a correspondingly higher price. This shall also apply if, after submission of the offer or order confirmation by the Supplier or after conclusion of a framework agreement with a fixed price agreement by the Supplier, the raw material prices of the respective goods concerned or other significant cost factors such as in particular energy, labor, transport or insurance costs change significantly (i.e. by at least 10%). The Supplier shall then be entitled to an appropriate increase in prices to the extent that they are affected by the cost increase. In doing so, the Supplier shall take into account the legitimate interests of the purchaser, in particular with regard to any obligations already entered into by the purchaser to resell the goods at a certain price. The Supplier shall demonstrate the price-changing factors to the purchaser upon request. The same shall apply conversely in favor of the purchaser in the event of a corresponding price reduction. If it is unreasonable for one party to adhere to the contract as a result of the price adjustment, that party may withdraw from the contract by immediate declaration to the other party.
In the case of quantity or weight deviations within the tolerances specified in section VIII, the price shall be calculated on the basis of the actual quantity delivered or the actual weight delivered.
In the case of wound products, the winding core inside the roll is included in the net weight. In the case of packaged products, the net weight shall be determined by arithmetically deducting the weight of the packaging from the total weight. The total weight consists of net weight and packaging and is determined by weighing.

VI. Intellectual Property Rights

The printing documents provided by the Supplier, such as drafts, drawings, printing plates, films, printing cylinders and plates, shall remain the property of the Supplier even if the purchaser reimburses part of the costs.
If copyrights and/or industrial property rights arise at the Supplier as a result of the development and execution of an order, these shall not be transferred with the sale of the delivery item. This shall also apply if the purchaser bears part of the development costs. In particular, the Supplier shall be entitled to exploit these copyrights and/or industrial property rights also for third-party orders. However, the purchaser shall receive a simple right of use to the protected works or protected design elements of the delivery item developed for it to the extent necessary for the intended use of the delivered goods.
Unless otherwise agreed, the Supplier shall be entitled to visibly affix its company sign or an identification number to the delivery items manufactured by it.
For samples, sketches and drafts, etc., which are expressly ordered or commissioned by the purchaser, a fee shall be payable even if the main order for which the samples, sketches and drafts, etc. were produced is not placed. The fee shall be determined on the basis of the material costs incurred in accordance with the Supplier’s price list and personnel costs at an hourly rate of EUR 65.00. Ownership shall remain with the Supplier until full payment has been made.
The purchaser shall be responsible for checking whether the documents provided by it infringe third-party rights, in particular copyrights, industrial property rights (designs, patents, utility models, trademarks, business identifiers, geographical indications of origin). If the Supplier is held liable by third parties due to the use, exploitation or reproduction of the documents and/or templates provided by the purchaser for infringement of copyrights and/or industrial property rights or for violation of the Act Against Unfair Competition, the purchaser shall support the Supplier in defending against this infringement and shall reimburse all damages, including legal and court costs, incurred by the Supplier as a result. This shall not apply insofar as the purchaser is not responsible for the breach of duty attributable to it in this respect.

VII. Obligations under the Packaging Act

If, on behalf of the purchaser, the Supplier affixes symbols of a nationwide system within the meaning of section 3 para. 16 of the Packaging Act (e.g. “The Green Dot”) to the products, the purchaser shall be deemed to be the “manufacturer” of the symbol within the meaning of the Packaging Act and shall therefore pay the fees directly to the nationwide system.
If the purchaser violates the provisions of the Packaging Act and the Supplier is therefore held liable, the purchaser shall be obliged to reimburse the Supplier for all expenses incurred in this connection. This shall not apply insofar as the purchaser is not responsible for the violation.
If the packaging is service packaging filled with goods within the meaning of section 3 para. 1 sentence 1 no. 1 lit. a) of the Packaging Act, which typically accrues to private end consumers and which is placed on the market for the first time by the purchaser, the provisions in the preceding paragraph 1 shall apply accordingly if the purchaser itself participates in a system within the meaning of section 3 para. 16 of the Packaging Act.
If the purchaser requires the Supplier pursuant to section 7 para. 2 sentence 1 of the Packaging Act to participate in one or more systems within the meaning of section 3 para. 16 of the Packaging Act with regard to the service packaging supplied by the Supplier to the purchaser and to carry out a registration, data reporting and declaration of completeness for the purchaser pursuant to section 7 para. 2 sentence 3 in conjunction with sections 9, 10 and 11 of the Packaging Act, the following shall apply:

a) The assumption of the obligations pursuant to section 7 para. 2 sentence 3 in conjunction with sections 9, 10 and 11 of the Packaging Act by the Supplier shall only take place if the purchaser requests the Supplier to do so in writing. In this case, the Supplier shall confirm this written request to the purchaser in writing.

b) If the Supplier assumes for the purchaser the participation in a system pursuant to section 7 para. 2 sentence 1 of the Packaging Act and the registration, data reporting and submission of the declaration of completeness pursuant to section 7 para. 2 sentence 3 in conjunction with sections 9, 10 and 11 of the Packaging Act, the purchaser shall be obliged to reimburse the Supplier for the costs incurred thereby, namely the costs including administrative expenses for participation in the nationwide system within the meaning of section 3 para. 16 of the Packaging Act (e.g. dual system) as well as the costs for registration, data transmission and submission of the declaration of completeness and – if requested – the costs for affixing the symbol of a nationwide system, such as “The Green Dot”, in full.

c) The costs for participation in a nationwide system, for registration, data transmission and submission of the declaration of completeness, administrative expenses, and – if requested – the costs for affixing the symbol of a nationwide system, such as “The Green Dot”, shall be shown separately on the invoice to the purchaser with each delivery of the service packaging. The basis shall be the fee schedule of the nationwide system used.

d) The Supplier shall be free to choose the nationwide system.
The above paragraphs 1 to 3 shall not apply to packaging that accrues not in the territory of the Federal Republic of Germany but abroad and which therefore does not have to be disposed of in accordance with the German Packaging Act. Instead, the purchaser shall be responsible for the disposal of the packaging in accordance with the applicable statutory provisions in each case.
In accordance with section 15 para. 1 sentence 1 of the Packaging Act, manufacturers and distributors of transport packaging (no. 1), sales and secondary packaging which, after use, typically do not arise as waste from private end consumers (no. 2), sales and secondary packaging for which system participation is not possible due to system incompatibility pursuant to section 7 para. 5 of the Packaging Act (no. 3), sales packaging of hazardous substances (no. 4) or reusable packaging (no. 5) are obliged to take back used, completely emptied packaging of the same type, shape and size as those placed on the market by them at the place of actual handover or in its immediate vicinity free of charge in order to reuse or recycle them. If no deviating agreements have been made, the purchaser shall assume the take-back obligations from the Supplier pursuant to section 15 of the Packaging Act and shall ensure the take-back as well as the proper and professional recycling of the packaging. The costs incurred for take-back and recycling shall be borne by the purchaser.
If the purchaser is a final distributor within the meaning of section 3 para. 13 of the Packaging Act, it shall be obliged pursuant to section 15 para. 1 sentence 5 of the Packaging Act to inform end consumers, by appropriate measures and to an appropriate extent, about the possibility of returning packaging within the meaning of section 15 para. 1 sentence 1 nos. 1 to 5 of the Packaging Act and their purpose.
The purchaser shall be obliged, on the basis of section 3 para. 1 sentence 1 of the Packaging Act, to inform the Supplier whether the cardboard packaging used by the Supplier in the respective distribution process is to be classified as service packaging (no. 1 lit. a), sales packaging (no. 1 lit. b) or transport packaging (no. 3). The decisive factor for classification is in particular the actual circumstances of use, including the question of whether the cardboard packaging is supplied in an unchanged condition to end consumers or comparable accumulation points within the meaning of section 3 para. 1 sentence 2 no. 11 of the Packaging Act. If no further use takes place by the purchaser, this must be communicated. The details follow from the provisions below:

a) The notification of the intended use shall generally be made upon conclusion of the contract. If the purchaser is not yet able to determine the necessary information with certainty at that point in time, it shall submit it without delay in text form after gaining knowledge. If the communicated circumstances of use change or new circumstances arise which may lead to a different classification of the packaging, the purchaser shall inform the Supplier thereof without delay in text form.

b) The purchaser shall bear responsibility for the accuracy and completeness of all information for the classification of the packaging. It must ensure that the information is based on a correct assessment of the relevant actual circumstances of use.

c) If the purchaser fails to provide a required notification pursuant to section 8 a) and/or b) or provides incorrect or incomplete information, it shall be obliged to compensate the Supplier for the damage resulting therefrom. This includes all official measures, fines, costs of subsequent system participation as well as all other expenses incurred by the Supplier as a result of the purchaser not fulfilling or not properly fulfilling these obligations. This shall not apply insofar as the purchaser is not responsible for the omitted or incorrect notification.

d) The purchaser shall be obliged to support the Supplier in all official proceedings or measures relating to the classification of the packaging and the consequences arising therefrom. This includes in particular the immediate provision of all necessary information as well as the submission of necessary declarations in text form.

VIII. Packaging and Shipping, Tolerances

The Supplier shall owe packaging customary in the trade.
In the production process, unavoidable deviations and fluctuations due to production may occur. Unless otherwise agreed, the following tolerances shall apply.

a) Paper in relation to the agreed basis weight:
up to 39 g/m² +/- 8 %
40 – 59 g/m² +/- 6 %
60 g/m² and more +/- 5 %

b) Plastic films in relation to the agreed thickness:
less than 11 my +/- 20 %
less than 15 my +/- 15 %
from 15 my – 25 my +/- 10 %
greater than 25 my +/- 8 %

c) Aluminum foil, composite film, cellophane and other materials in relation to the agreed thickness or basis weight (depending on which dimension forms the basis of the contract; applies individually or as part of another product):
+/- 10 %
The following dimensional deviations shall be tolerated by the purchaser:

a) Paper and paper combinations
• Bags:
in length +/- 4 mm
in width for bag widths under 80 mm +/- 3 %
in width for bag widths of 80 mm and more +/- 2 %

• Rolls:
in width and section length +/- 3 mm
in running length +/- 3 %

• Formats:
in length +/- 5 mm
in width +/- 5 mm

b) Plastics and aluminum +/- 5 %

c) The dimensional deviations specified under a) for rolls and formats and under b) for the materials mentioned shall also apply to print positioning as well as punching and embossing on these materials. For the bags mentioned under a), the dimensional deviation for print positioning as well as punching and embossing in width shall be +/- 4 mm for bag widths of over 80 mm and +/- 3 mm for bag widths of 80 mm and less. Register variations in printed products cannot be avoided for technical reasons, as they depend on the material, design and printing process. Only significant deviations shall entitle the purchaser to lodge a complaint.
For all custom productions, the Supplier shall have the right (e.g. due to production-related quality tolerances) to deliver excess or short quantities of up to 20% of the ordered quantity. In the case of sales by quantity (quantities below 50,000 units), collective print runs with print changes within the run, and sales by weight (for weights below 500 kg), deviations of up to 30% of the ordered quantity are permitted. If this is unreasonable for the purchaser, a different arrangement shall be agreed in individual cases. Delivery shall be invoiced in full based on the actual quantities delivered.

IX. Printing

The Supplier shall use standard printing inks for printing. If special requirements for the inks are specified, such as high lightfastness, alkali resistance, abrasion resistance, suitability for contact with food, etc., the purchaser must specifically point this out when placing the order.
The lightfastness of materials and printing inks as well as the abrasion resistance of the printing inks may naturally be subject to fluctuations due to production and material factors. The purchaser acknowledges that raw material and ink suppliers also do not provide binding assurances for these properties and that such technically caused deviations may be unavoidable. Such deviations shall not constitute a defect in performance, provided they are reasonable for the purchaser.
The Supplier reserves the right to minor color deviations, provided they are customary in the trade and reasonable for the purchaser. These shall not entitle the purchaser to refuse acceptance of the goods or to reduce the price. Proofs shall be submitted prior to printing if the purchaser expressly requests this or if the Supplier deems it necessary. As these proofs (e.g. proof, Cromalin, offset proof, etc.) are not produced using the flexographic printing process, in some cases considerable deviations from the later production print cannot be avoided. Machine proofs requested by the purchaser shall be charged separately based on effort. If the purchaser does not comment on deviations within a period of 5 days after receipt of the proofs, the print approval shall be deemed granted.
For plastic products, the Supplier cannot assume any warranty for migration of plasticizers or similar migration phenomena and the consequences derived therefrom, provided this is reasonable for the purchaser. If the purchaser is liable deviating from section IX paragraph 4 sentence 1, section XIII of these conditions shall apply.
The Supplier shall not be responsible for the consequences of errors in “film masters” or other similar materials provided by the purchaser for printing a uniform goods code or another similar code, nor for difficulties or their consequences that may arise from the use of the printed code. “Film masters” provided by the purchaser shall also include print proofs approved by the purchaser that contain a uniform goods code.
Printing of EAN barcodes (EAN 13 or EAN 8) for encoding Global Trade Item Numbers (GTIN) shall be carried out in accordance with the state of the art applicable at the time of printing. The basis shall in particular be the current GS1 General Specifications of GS1 Germany as well as the relevant international standards (in particular ISO/IEC 15420). No warranty shall be assumed for machine readability outside these specifications or after subsequent changes to the GS1 specifications.
Further assurances, in particular regarding reading results at retail checkouts, cannot be given due to possible influences on the barcodes after delivery by the purchaser and due to the lack of uniform measuring and reading technology.
The Supplier shall not be liable for defects caused by printing plates and printing templates provided by the purchaser and/or its vicarious agents and/or auxiliaries. If the Supplier detects text or image errors during production and stops or interrupts production as a result, the purchaser shall bear the additional costs incurred in this connection.

X. Material and Execution

Unless special instructions are given by the purchaser, orders shall be executed using materials customary in the trade and according to known manufacturing processes. When using the packaging for food, the suitability of the material for food must be expressly clarified with the Supplier. The purchaser must expressly inform the Supplier of special characteristics of the filling goods and/or use for food before conclusion of the contract and give the Supplier the opportunity to comment. Such notices and statements must be made in writing.
Recycled raw materials shall be carefully selected by the Supplier. Regenerated films and recycled paper may naturally exhibit fluctuations in surface quality, color, purity, odor and physical values due to production and material factors. The Supplier undertakes to assign to the purchaser any warranty and/or damage claims against the upstream supplier regarding the quality of regenerated films and recycled paper.

XI. Terms of Payment

Payments shall become due for payment on the expressly agreed payment date.
If no payment date specified by calendar date has been expressly agreed, the agreed payment date shall be the 8th day after the invoice date.
A payment shall be deemed to have been made at the time when the Supplier can dispose of the amount. The deduction of cash discount shall require a separate agreement in text form.
Payments with discharging effect shall be made in full to the bank account communicated to the purchaser with the invoice or subsequently amended in accordance with the requirements of clause 5.
Changes to the Supplier’s bank details shall be communicated to the purchaser exclusively in text form. Notification of a change of bank details shall only be effective if

a) it originates from a communication address of the Supplier known to the purchaser, and

b) the purchaser has verified the change within a two-step authentication process by contacting an authorized contact person of the Supplier known to it by telephone and having the changed bank details confirmed.

Payments made by the purchaser to an account other than the one communicated or subsequently properly verified shall be made at the purchaser’s own risk and shall not have any discharging effect, unless the Supplier confirms fulfillment at the purchaser’s request.
If the payment deadline is exceeded, the Supplier shall, inter alia, be entitled

a) to demand default interest in the amount of 9 percentage points above the base interest rate (§ 247 German Civil Code), and/or

b) to refuse further performance of its obligations under the legal relationship.
The purchaser shall only be entitled to rights of set-off if its counterclaims have been legally established, are undisputed, or have been recognized by the Supplier. Furthermore, the purchaser shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same legal relationship.

XII. Warranty

The purchaser’s rights in respect of defects shall require that it has complied with its statutory obligations to inspect and give notice of defects (§§ 377, 381 German Commercial Code), in particular that it has inspected the delivered goods immediately upon receipt and has notified the Supplier in writing without delay of obvious defects and defects that were recognizable during such inspection. Hidden defects must be notified by the purchaser to the Supplier in writing without delay after their discovery. Notification shall be deemed to have been made without delay within the meaning of sentences 1 and 2 if it is made within 3 working days, whereby receipt of the notification by the Supplier shall be decisive for compliance with the deadline. If the purchaser fails to properly inspect the goods and/or give notice of defects, the Supplier’s liability for the defect shall be excluded. The purchaser must describe the defects in writing when notifying the Supplier.
For the inspection of defects in the delivered goods, representative samples, i.e. samples taken in an appropriate number, with sufficient distribution and with professional care, shall be sufficient if it concerns the delivery of a larger quantity of uniform goods for which a complete inspection is not feasible within the meaning of § 377 para. 1 German Commercial Code or cannot reasonably be expected of the purchaser due to the circumstances of the specific case.
Claims for subsequent performance shall be excluded in the case of minor deviations that are reasonable for the purchaser. If the total delivery quantity of flexible packaging exhibits defects of up to 3% of the total quantity, neither may the total quantity be rejected as defective nor may claims for defects be asserted with respect to these up to 3% defective flexible packaging, provided such deviations are customary in the trade and reasonable for the purchaser. It is irrelevant whether the defect lies in processing or printing.
The Supplier must be given the opportunity to inspect complained defects of the delivery at the place where the goods are located.
In the event of defects in the goods, the Supplier shall be entitled, at its own discretion, to subsequent performance by remedying the defect or delivering defect-free goods. The Supplier’s right to refuse subsequent performance under the statutory conditions shall remain unaffected.
The statutory special provisions in the case of final delivery of unprocessed goods to a consumer shall remain unaffected in all cases, even if the consumer has further processed them (supplier recourse pursuant to § 478 German Civil Code). Claims from supplier recourse shall be excluded if the defective goods have been further processed by the purchaser or another entrepreneur, e.g. by installation in another product.
If rectification fails after the second unsuccessful attempt, the purchaser may, at its option, withdraw from the contract or reduce the purchase price.
If the goods are not located at the place of delivery, the purchaser shall bear all additional costs incurred by the Supplier in remedying defects, unless transport to another location corresponds to the contractual use.
Rights in respect of defects shall not exist

a) in the case of natural wear and tear;

b) in the case of defects arising after the transfer of risk due to improper handling (for example contrary to the operating instructions), improper storage or care, or excessive use or use;

c) in the case of defects arising due to force majeure, special external influences not assumed under the contract, or due to use of the goods outside the use assumed under the contract or customary use.
If a notice of defects is unjustified, the Supplier shall be entitled to demand reimbursement of the expenses incurred from the purchaser, unless the purchaser proves that it is not at fault for the unjustified notice of defects.
The Supplier shall not be liable for defects based on the fact that the purchaser requires processing or selection of material deviating from the Supplier’s specifications.

XIII. Liability

The Supplier shall be liable – regardless of the legal grounds – without limitation in the event of a breach of a guarantee or injury to life, body or health. The same shall apply to intent and gross negligence by executive bodies, senior employees and vicarious agents.
In the case of slight negligence, the Supplier shall only be liable, subject to the provision in paragraph 1, if essential contractual obligations are breached. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
In the case of a breach of essential contractual obligations caused only by negligence, the amount of damages shall be limited to the foreseeable damage typical for the contract at the time of conclusion of the contract. Claims for damages due to production downtimes, consequential damages caused by defects and/or loss of profit are excluded in cases of simple negligence. This limitation of liability shall apply accordingly to the conduct of the Supplier’s vicarious agents and auxiliaries.
The amount of damage shall be limited – except in cases of intent, gross negligence, and injury to life, body or health – to 50% of the order value per damaging event.
In the event of non-compliance with a delivery deadline, the Supplier’s liability, subject to paragraphs 1 to 3, shall be limited to a maximum of 5% of the agreed net price for the damage incurred by the purchaser due to the delay. The assertion of further damages as well as proof of lesser damages shall remain reserved to the contracting parties.
If the delivery items are used items, all claims for material defects shall be excluded. This exclusion shall not apply to claims for damages in the case of gross negligence or intent, or in the event of a culpable injury to life, body or health by the Supplier, its senior employees or vicarious agents.

XIV. Limitation Period

The limitation period for the purchaser’s claims for defects shall, in deviation from § 438 para. 1 no. 3 German Civil Code, be 12 months and shall begin upon delivery of the goods. The limitation period shall also begin upon default of acceptance by the purchaser. If acceptance has been agreed, the limitation period shall begin upon acceptance. This period shall also apply to claims arising from tort based on a defect of the goods. The limitation period shall not begin anew due to subsequent performance. In the cases specified in section XIII. 1., the statutory limitation periods shall apply instead.
If the goods are a product that has been used for a building in accordance with its usual use and has caused its defectiveness (building material), the limitation period shall be five years from delivery in accordance with the statutory provisions (§ 438 para. 1 no. 2 German Civil Code). Further statutory special provisions on limitation shall remain unaffected.
Subject to the provisions in section XIII. 1., the above limitation periods of sales law shall also apply to contractual and non-contractual claims for damages of the purchaser based on a defect of the goods, unless the application of the regular limitation period (§§ 195, 199 German Civil Code) leads to a shorter limitation period in individual cases.
If the Supplier has expressly granted a guarantee of quality, claims arising from this guarantee of quality shall become time-barred within 2 years. If the Supplier has granted a durability guarantee, claims arising therefrom shall become time-barred upon expiry of the period for which the durability guarantee was granted.
Negotiations on claims for material defects or other claims for damages shall only be deemed pending if the parties have declared that they are negotiating such claims.

XV. Retention of Title

The delivered goods shall remain the property of the Supplier until full payment has been made.
In addition, the Supplier shall remain the owner of the delivered goods until full settlement of all claims arising from the business relationship between the purchaser and the Supplier.
The purchaser shall be obliged to treat the goods subject to retention of title (hereinafter also referred to as “reserved goods”) with care for the duration of the retention of title. In particular, it shall be obliged to insure the goods at its own expense against fire, water and theft damage sufficiently at replacement value. The purchaser hereby assigns to the Supplier all claims for compensation arising from this insurance. The Supplier hereby accepts this assignment. Should an assignment not be permissible, the purchaser hereby irrevocably instructs its insurer to make any payments only to the Supplier. Further claims of the Supplier shall remain unaffected. The purchaser shall provide proof of the conclusion of the insurance to the Supplier upon request.
The goods subject to retention of title may neither be pledged to third parties nor assigned as security prior to full payment of the secured claim. The purchaser shall notify the Supplier immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties gain access (e.g. seizures) to the goods belonging to the Supplier.
If the reserved goods are combined with other items not belonging to the Supplier to form a uniform item, the Supplier shall acquire co-ownership of the uniform item in proportion to the value of the reserved goods (final invoice amount including VAT) to the other items at the time of combination. If the reserved goods are combined with other items in such a way that the purchaser’s item is to be regarded as the main item, the purchaser hereby transfers proportional co-ownership of this item to the Supplier. The Supplier hereby accepts this transfer. The provisions of this clause XV. 5. shall apply accordingly if the reserved goods are mixed or processed with other items.
The purchaser shall be revocably entitled to resell the reserved goods in the ordinary course of business. The purchaser shall not be entitled, without the Supplier’s consent, to pledge the reserved goods, assign them as security or make any other dispositions that would endanger the Supplier’s ownership. In the event of seizures or other interventions by third parties, the purchaser shall notify the Supplier immediately in writing, provide all necessary information, inform the third party of the Supplier’s ownership rights and cooperate in the measures taken by the Supplier to protect the goods subject to retention of title.
The purchaser hereby assigns to the Supplier, already now, the claims arising from the resale of the reserved goods in the amount of the invoice total including VAT together with all ancillary rights. The Supplier hereby accepts this assignment. If the reserved goods are resold together with other goods not supplied by the Supplier, the claim from the resale shall be assigned in proportion to the value of the reserved goods (final invoice amount including VAT) to the other goods sold. Should an assignment not be permissible, the purchaser hereby irrevocably instructs the third-party debtor to make any payments only to the Supplier.
The purchaser shall be revocably authorized to collect the claims assigned to the Supplier in its own name on behalf of the Supplier in a fiduciary capacity. The Supplier’s right to collect these claims itself shall remain unaffected. However, the Supplier shall not assert the claims itself and shall not revoke the collection authorization as long as the purchaser properly fulfills its payment obligations. If the purchaser acts in breach of contract – in particular in the event of default of payment – it shall disclose to the Supplier the assigned claims and the respective debtors, notify the respective debtors of the assignment and hand over to the Supplier all documents and provide all information required by the Supplier to assert the claims.
The Supplier may revoke the purchaser’s authorization to resell and the authorization to collect claims if the purchaser does not properly fulfill its payment obligations towards the Supplier, is in default of payment, ceases its payments or if the opening of insolvency proceedings over the purchaser’s assets is applied for.
At the purchaser’s request, the Supplier shall be obliged to release existing securities to the extent that the realizable value of the securities, taking into account customary bank valuation deductions, exceeds the Supplier’s claims arising from the business relationship with the purchaser by more than 10%. The selection of the securities to be released shall be at the Supplier’s discretion.
If the purchaser acts in breach of contract – in particular if it is in default of payment – the Supplier shall have the right, after setting a reasonable period for performance, to demand the return of the delivered item and, in the event of resale, to collect the claims assigned to the Supplier directly from the purchaser’s customer. The demand for return shall not simultaneously constitute a declaration of withdrawal; rather, the Supplier shall be entitled to merely demand the return of the goods and reserve the right to withdraw.
In the case of deliveries of goods to other jurisdictions in which the retention of title provision under this clause XV is not legally effective, the purchaser shall be obliged to grant the Supplier a security right equivalent to simple retention of title immediately after conclusion of the contract. The purchaser shall also cooperate at its own expense in all measures necessary and conducive to the effectiveness and enforceability of such security rights.

XVI. Confidentiality

The purchaser shall be obliged to keep confidential all information about the Supplier that becomes accessible to it and is designated as confidential or is recognizable as business or trade secrets due to other circumstances, and not to record, disclose or exploit such information.

XVII. Applicable Law; Place of Jurisdiction

The legal relationships between the purchaser and the Supplier shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising from the business relationship shall be the registered office of the Supplier. The Supplier shall also be entitled to bring an action at the place of business of the purchaser as well as at any other permissible place of jurisdiction.

XVIII. Miscellaneous

The assignment of rights and obligations of the purchaser to third parties shall only be possible with the written consent of the Supplier.
The place of performance for all services of the purchaser and the Supplier shall be the Supplier’s registered office, unless otherwise agreed.
Amendments and supplements to these General Terms and Conditions must be made in writing. This shall also apply to the requirement of written form itself. The validity of oral collateral agreements made after conclusion of the contract that do not concern the provisions of these General Terms and Conditions shall remain unaffected by this requirement.
Should any of the above provisions be or become wholly or partially invalid or unenforceable, the validity of the General Terms and Conditions and of the contract as a whole shall remain unaffected. The parties shall be obliged to replace the invalid or unenforceable provision from the beginning of the invalidity or unenforceability by a provision that comes as close as possible in economic terms, taking into account the mutual interests. The same shall apply to any gaps in the provisions.

Status: May 2026