OUR DELIVERY AND PAYMENT TERMS

1. Our delivery and payment terms, hereinafter referred to as “LZB”, are acknowledged by all contractual partners upon dispatch, but no later than upon placing an order. Our LZB are also valid if future deliveries are not expressly referred to. Purchase conditions and other deviating provisions of the buyer are not valid, even if their acceptance is not expressly rejected by us. If, despite opposing purchase conditions, our delivery is accepted, our LZB apply to these transactions as individually agreed.

2. All orders become legally binding only upon our written confirmation. The content of our confirmation is exclusively decisive. Oral or telephone agreements are only binding if subsequently confirmed in writing by us. Our offers are generally non-binding unless expressly agreed otherwise.

3. All shipments are at the recipient’s risk. Risk and danger pass to the buyer upon loading from our delivery plant or warehouse, regardless of ownership. If damage or destruction occurs and we are liable despite the transfer of risk as per the first sentence, claims for such damages against us are only possible if the recipient has clearly and in writing noted the damage on the freight documents upon receipt of the goods. In any case, our liability for simple negligence is excluded.

4. The delivery dates confirmed by us are always understood as ex-works or ex-warehouse, unless expressly agreed otherwise. Our delivery commitments are always subject to self-delivery (self-supply clause). If we are delayed in our deliveries, the buyer must grant us a reasonable extension of the delivery period. In cases of force majeure, operational disturbances of a technical or personal nature, strikes, lockouts, rebellion, terrorism, government/state interventions, energy or raw material supply disruptions, we are released from the obligation to perform and comply with delivery commitments. We are entitled to make and invoice partial deliveries.

5. If during the delivery period the rates for tariffs, rail, truck, ship freight, customs duties, or other state fees and charges applicable at the time of the business conclusion are increased or newly introduced, we are entitled to increase our sales prices accordingly. If our suppliers increase prices due to rising raw material or energy costs or increased freight costs within the delivery period, we are also entitled to raise our sales prices by the same amount. In the event that we agree on an extension of the originally agreed delivery date or a change in the delivery quantity in contracts with fixed prices, we also reserve the right to adjust the prices according to any price increases of our suppliers, even without an explicit agreement.

6. We reserve production-related, unavoidable deviations in the quality of the ordered goods (material, purity, color, and other properties). We assume no liability for the goods being suitable for the buyer’s intended purposes unless such properties have been expressly guaranteed in writing by us. In the event of a complaint, the buyer is required to provide documentary evidence to the extent required by our delivery plant or specified in the delivery conditions of CEPAC or the General Trade Rules. Complaints without the required documentation cannot be recognized by us. In the event of a complaint, the buyer is not relieved of the obligation to pay the entire delivery within the agreed payment terms. A complaint does not entitle the buyer to entirely reject the entire delivery or to withhold the entire or partial purchase price.

7. We accept liability for defects in the delivered goods only to the extent covered by the manufacturer. The buyer has the obligation to prove any defects. In the case of justified complaints, the buyer may, in agreement with the delivery plant, either rectify the defects, request replacement within a reasonable period, agree to a reduction in the purchase price, or withdraw from the contract if replacement is not possible within a reasonable time. Unless we have provided an explicit guarantee statement, further claims for consequential damages (e.g., machine downtime, third-party claims due to delays, etc.) are excluded. Claims for damages arising from positive breach of contract (pVV), fault in contract formation (cic), and from unlawful acts are excluded unless there is intentional or grossly negligent conduct, and it concerns the breach of essential contractual obligations. The limitation of liability also applies to our vicarious agents. Claims under the Product Liability Act remain unaffected. Warranty claims of our customers expire in any case six months after the transfer of risk. Any claims against us not expressly granted in the delivery contract or these LZB are excluded, as far as legally permissible. Claims for damages that exist under mandatory legal provisions or according to the contract and these LZB are limited to the amount of the purchase price of the relevant delivery. If the buyer has compensated a third party for a defect in a processed product according to product liability regulations, the buyer usually bears the burden of proof that the defect of the previous product was caused or contributed to by a defect in the goods supplied by us. Otherwise, the conditions of CEPAC for deliveries from the EC apply to complaints, otherwise the General Trade Rules in their latest version.

8. If the buyer is in default with contracts or orders, we are entitled, after a fruitless period of 8 weeks, to withdraw from the contract and/or claim damages for non-performance. We have the right to demand the acceptance of the ordered goods but are not obliged to make further deliveries. If the ordered goods are already produced, we are entitled to proceed with shipping after a fruitless period, within a week without further reminder to the buyer’s address, or to sell the already produced goods elsewhere (emergency sale) and charge the original buyer with any resulting costs or reduced proceeds. In any case, we are entitled to issue our invoice as soon as the goods are ready for dispatch.

9. We only recognize payments made either directly to us or to a written payment office designated by us. In the case of payment by check or transfer, the date of unconditional credit to our account is decisive. In the event of exceeding the payment deadline, we will charge default interest at the rate of our costs for used bank loans, but at least 6% above the current base interest rate. The buyer may prove that a lower damage has occurred. Partial and installment payments received by us will be credited first to overdue interest claims, as well as to advanced court and attorney fees, and only secondarily to the principal claim.

10. Our prices are generally exclusive of the applicable VAT.

11. If doubts about the buyer’s creditworthiness arise after the conclusion of the contract, we are entitled to refuse to perform our obligations or to demand securities, e.g., in the form of advance payment. If the buyer does not comply with our request to provide securities within 14 days, we are entitled to withdraw from the contract. Doubts about the buyer’s creditworthiness are justified by the following facts: false statements by the buyer about their creditworthiness, unfavorable reports from approved credit agencies, rejection of credit risk by credit insurance, issuance of insufficiently covered checks, bill or check protests, individual enforcement actions, application for or opening of insolvency, bankruptcy, or composition proceedings. In the case of one or more of these doubts about creditworthiness, all our claims from the business agreement, as well as all ancillary claims, including all claims from a current account balance, checks, and bills, become immediately due. Any deferral agreements are revoked.

12. The goods delivered by us remain our property until the full payment of the purchase price and the settlement of all existing and future claims arising from the business relationship. If we accept bills of exchange as payment, the retention of title does not expire until our final satisfaction, e.g., through the redemption of the bill by the drawee (buyer or third party); or after the redemption of a bill discounted by the customer. In the event of default or insolvency of the buyer, we are entitled to reclaim the goods subject to retention of title after prior notice. The buyer is obliged to surrender the goods without raising any objections. Alternatively, we may set a reasonable extension period for payment, threatening that after the expiry of this period, performance of the contract will be rejected. After the unsuccessful expiry of the extension period, we are entitled to reclaim the goods subject to retention of title and claim damages. If the goods subject to retention of title are processed by the buyer into a new movable item, the processing is done for us without creating any obligation on our part. The new item becomes our property upon processing. If processed together with goods not owned by us, we acquire co-ownership of the new item in proportion to the value of our goods subject to retention of title relative to the other goods at the time of processing. If the goods subject to retention of title are combined, mixed, or blended with goods not owned by us in accordance with Sections 947, 948 of the German Civil Code (BGB), we will become co-owners according to the statutory provisions. If the buyer acquires sole ownership through such combination, mixing, or blending, the buyer hereby transfers to us co-ownership in proportion to the value of our goods subject to retention of title relative to the other goods at the time of combination, mixing, and blending. In these cases, the buyer must store the items in which we have ownership or co-ownership, which also qualify as goods subject to retention of title according to the following provisions, free of charge. Proof of our ownership must be provided during processing. Upon request of the buyer, we are obliged to return or release the security if the value of the security provided to us exceeds our purchase price claims by more than 20%. If the goods subject to retention of title are sold by the buyer alone or together with goods not owned by us, the buyer hereby assigns to us all claims arising from the resale, including all ancillary rights and priority over the remaining claims. If the resold goods subject to retention of title are co-owned by us, the assignment of the claim extends to the amount corresponding to our share of the co-ownership. All the above provisions apply accordingly to the extended retention of title; the advance assignment also extends to the balance claim from any current account relationship of the customer with its buyers. The buyer is only authorized to resell and use the goods in the usual, proper course of business and only on the condition that the claims in the aforementioned sense actually transfer to us. The buyer is not entitled to pledge or assign the goods subject to retention of title as security. We authorize the buyer, subject to revocation, to collect the assigned claims. We will not exercise our own collection authority or revoke the collection authorization as long as the buyer fulfills its payment obligations to third parties. The buyer must, at our request, name the debtors of the assigned claims and notify them of the assignment. We are authorized to notify the debtors of the assignment ourselves. The buyer must immediately inform us of any enforcement actions by third parties against the goods subject to retention of title or the assigned claims, providing the necessary documents for opposition. The right to resell or use the goods and the authorization to collect assigned claims expire in the event of payment cessation, application for or opening of insolvency, bankruptcy, or judicial or extrajudicial settlement proceedings. In the event of a protest of a check or bill, the collection authorization also expires. If the value of the granted securities exceeds our claims by more than 20%, we are obligated, upon request, to return or release the securities as we choose. The buyer must fully insure our goods subject to retention of title against fire, burglary, theft, and water damage, or to the extent that they insure their own assets. The insurance claims are assigned to us to the extent of all claims arising from the business relationship. To the extent the buyer is permitted to dispose of the goods subject to retention of title as mentioned above, they must keep all claims from their business relationship with third parties separate and fiduciary in their accounts until their obligations are fulfilled and collect the money on a fiduciary basis for us. The buyer is obliged to provide us with immediate information about the amount of claims from further resold goods subject to retention of title and to disclose the addresses of the claim debtors. If we are entitled to reclaim the goods subject to retention of title based on the above provisions, the buyer is obliged to return the goods free of charges and freight and compensate for any loss in value due to damage, improper handling, or additional transport; they are also liable for the lost profit. The buyer undertakes to promptly carry out all legal actions required to fulfill the above agreements.

13. If we expressly agree to the cancellation of a binding order, the buyer must pay us the lost profit amounting to at least 10% of the order value, even if we do not explicitly repeat this, except if the buyer was entitled to withdraw from the contract without our consent. If the goods ordered from us have already been produced by our delivery plant, cancellation of the order is generally no longer possible.

14. Should one or more provisions of our LZB be invalid or ineffective, the remaining provisions shall remain unaffected.

15. The place of performance and exclusive court of jurisdiction for all disputes arising between the parties, including liabilities from bills of exchange and checks, is Hamburg for both parties. Any changes, deviations, additions, etc., to these LZB are only valid if explicitly confirmed in writing by us.

16. Where our LZB do not contain specific provisions, the general sales conditions of CEPAC for deliveries from the EC, otherwise the General Trade Rules in their latest version, apply.

2019 ENGEL KARTON + PAPIER GMBH