General Terms and Conditions

General Terms and Conditions of Business, Delivery and Payment for the Paper and Plastic Packaging Industry of the Industrieverband Papier- und Folienverpackung e. V. (German Paper and Foil Packaging Industry Association). (IPV) for use in business transactions with companies

I. Scope of Application

1. Offers, sales and deliveries of the Contractor shall be made on the basis of these General Terms and Conditions of Business, Delivery and Payment. The Customer’s terms and conditions of purchase or other unilaterally deviating agreements shall only be deemed accepted if they are confirmed by the Contractor as an addition to these General Terms and Conditions of Business, Delivery and Payment.

2. Reference or counter-confirmation of the customer with reference to his conditions of purchase is hereby expressly contradicted.

II. Offers and Conclusion of Contracts

1. Unless otherwise agreed in writing or orally, the Contractor’s offers are subject to confirmation until acceptance by the Customer and may therefore be revoked by the Contractor at any time until receipt of the Customer’s written declaration of acceptance.

2. Unless otherwise agreed in writing or verbally, quotations/orders by the Customer shall be confirmed by the Contractor in writing or by fax or in text form, unless delivery or invoicing is made directly.

3. The client is bound to his order/offer for 10 working days. This period begins to run from the time of receipt of the order/offer by the contractor. During this 10-day period, the contractor is entitled to reject the conclusion of this contract. If no rejection is made within this period or if the goods are delivered during this period, the contract shall also be concluded without the written order confirmation of the contractor.

4. If the customer subsequently requests changes to the order, these changes shall only be effective if agreement is reached between the contracting parties.

5. The information contained in the contractor’s specifications shall be decisive for the quality of the delivery item owed by the contractor.

The information contained in catalogues, brochures, circulars, advertisements, illustrations and price lists shall not determine the quality of the delivery item unless these are expressly included in this specification with reference to the specification.

6. Statements in the specifications of the contractor for determining the quality of the delivery item are not guarantees, in particular also not durability guarantees.

The assumption of guarantees and the procurement risk requires express agreements between the parties in which it is expressly stated that a guarantee and/or the procurement risk is assumed.

III. Prices

1. The prices quoted in the Contractor’s quotation are based on the calculations existing at the time of submission of the quotation.
If, in the case of contracts with a commitment for one party of more than 4 months or in the case of continuous obligations, there is a substantial change in the raw material prices (paper or plastic) of at least 10% after submission of the offer/conclusion of the contract, the contractor shall be entitled to increase the agreed prices by the proportionate additional expenditure. The Customer shall be notified thereof. This applies accordingly to price reductions.

2. In the event of deviations in quantity/weight within the tolerances specified in Section VIII, the price shall be calculated on the basis of the actual delivery quantity/weight.

3. Subsequent changes initiated by the client, in particular changes to sketches, drafts, samples and test prints, will be charged to the client in addition.

4. 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 is determined by deducting the weight of the packaging from the total weight. The total weight consists of net weight and packaging and is determined by weighing.

5. Unless otherwise agreed, the prices are ex works plus the value added tax applicable in the Federal Republic of Germany. The costs for transport, insurance, customs etc. shall be charged separately.

IV. Industrial property rights/ Closed Substance Cycle Waste Management Act

1. The printing documents provided by the contractor such as drafts, drawings, printing plates, films, printing cylinders and plates shall remain the property of the contractor even if the client pays proportionate costs here. In such cases, however, the Client shall be entitled to pay the Contractor’s share of the costs in order to acquire ownership.

2. If copyrights and/or industrial property rights arise for the Contractor as a result of the development and execution of an order, these shall not be transferred together with the sale of the delivery item. This shall also apply if the Customer bears a share of the development costs. The contractor is in particular entitled to use these copyrights and/or industrial property rights also for orders of third parties.

3. Unless otherwise agreed, the contractor shall be entitled to visibly affix his company logo or an identification number to the delivery items manufactured by him.

4. For samples, sketches and drafts, etc., which are expressly ordered or commissioned by the Customer, a fee shall also be paid if the main order for which the samples, sketches and drafts, etc., were produced is not placed. Ownership shall pass to the Client upon payment of the fee.

5. An examination whether the documents provided by the client infringe the rights of third parties, in particular copyrights, industrial property rights (registered designs, patents, utility models, trademarks) is incumbent on the client. If the contractor is used by third parties because of the use, utilization or duplication of the documents and/or presentations provided by the client because of the injury of copyrights and/or industrial property rights or because of the injury of the law against the unfair competition taken up, then the client has to support the contractor of both defense against this infringement and to replace all damage, including lawyer and process costs, which develops to the contractor thereby.

V. Obligations under the Packaging Ordinance

1. If, on behalf of the Principal, the Contractor affixes symbols of a nationwide system within the meaning of § 6 Para. 3 of the Packaging Ordinance (VerpackV), e.g. “Der Grüne Punkt”, on the products on behalf of the Principal, the Principal shall be deemed to be the “distributor” of the symbol within the meaning of the Packaging Ordinance and shall therefore pay the fees directly to the nationwide system.

2. If the Customer violates the provisions of the Packaging Ordinance and claims are therefore made against the Contractor, the Customer shall be obliged to reimburse the Contractor for all expenses incurred in this connection.

3. If the packaging is service packaging filled with goods within the meaning of § 3 Para. 1 No. 2 Sentence 2 of the Packaging Ordinance, which typically accumulates at the private end consumer and which is put into circulation for the first time by the customer, the provisions of No. 1 above shall apply mutatis mutandis if the customer himself participates in a system.

If the Customer requires the Contractor to participate in one or more systems in accordance with § 6 Para. 3 of the Packaging Ordinance with regard to the service packaging delivered to the Customer by the Contractor in accordance with § 6 Para. 1 S. 2 of the Packaging Ordinance and to submit a corresponding declaration of completeness for the Contractor in accordance with § 10 Para. 3 of the Packaging Ordinance, the following shall apply:

4. The contractor shall only assume the obligation pursuant to § 6 para. 1 sentence 2 VerpackV and § 10 para. 3 VerpackV if the customer requests the contractor to do so in writing. In this case, the Contractor shall confirm this written request to the Customer in writing.

5. If the Contractor assumes the participation in a system pursuant to § 6 Para. 3 VerpackV and the submission of the declaration of completeness pursuant to § 10 Para. 3 VerpackV on behalf of the Customer, the Customer shall be obliged to reimburse the Contractor for the resulting costs, including the administrative costs for the use of the nationwide system pursuant to § 6 Para. 3 VerpackV. 3 of the Packaging Ordinance (e.g. Dual System) as well as the costs for submitting the declaration of completeness and – if desired – the costs for affixing the logo of a nationwide system such as “Der Grüne Punkt”.

6. The costs for taking over the use of a nationwide system, for submitting the declaration of completeness, the administrative costs and – if desired – the costs for affixing the logo of a nationwide system such as “Der Grüne Punkt” shall be shown separately on the invoice for each delivery of the service packaging to the customer. The basis is the scale of charges for the area-wide system used.

7. The contractor is free to choose the area-wide system.

8. Packaging which is not produced 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 Ordinance shall not be subject to the provisions of Article V(1) to (7). Rather, the customer is responsible for the disposal of the packaging in accordance with the respective legal provisions of the country into which the packaging is imported.

VI. Delivery/ Delay in delivery/ Force majeure/ Reservation of right to self-delivery

1. Unless otherwise agreed in writing or orally, the delivery time shall be the delivery date specified in writing in the order confirmation. If the Customer has not provided all documents, approvals, releases, etc. to be procured by him at least one month before the delivery date stipulated in writing, the delivery date stipulated in writing shall be extended by one month, starting from the time at which the above-mentioned documents, approvals, releases, etc. have been received in full by the Contractor.

2. The delivery period shall be deemed to have been observed if the delivery item has left the Contractor’s works by the end of the delivery period or if the Contractor has notified the Customer of its readiness for dispatch in the event of collection by the Customer.

3. Unless otherwise agreed, in the case of delivery contracts on call, the customer is obliged to specify delivery schedules covering at least 6 months in advance and to call them off in good time before the respective delivery date in accordance with the specified delivery schedules. If the Customer does not fulfil this obligation or does not fulfil it as stipulated, the Contractor shall be entitled, after setting a reasonable deadline, to make the call-off and/or the schedule himself, to deliver the goods or to withdraw from the contract. The right to claim damages for breach of duty shall not be excluded by rescission.

4. Claims for damages due to delay in delivery or due to services not rendered shall be excluded vis-à-vis the Contractor, unless gross negligence or intent on the part of the Contractor, its executive employees or vicarious agents exists. This limitation of liability shall not apply in the event of a breach of material contractual obligations (cardinal obligations) for which the Contractor is responsible.

In the event of a material breach of contractual obligations caused only by negligence, the amount of damages shall be limited to the damages foreseeable and typical for the contract at the time of conclusion of the contract.

Damages for loss of production and/or loss of profit shall be excluded in cases of simple negligence.

This limitation of liability shall apply mutatis mutandis to the conduct of the contractor’s vicarious agents.

Liability for injury to life, limb and health shall remain unaffected by the above limitation of liability.

Any right of withdrawal to which the customer is entitled due to these circumstances shall remain unaffected by this limitation of liability.

5. If the contractor is prevented from fulfilling his obligation after conclusion of the contract by the occurrence of unforeseen, unusual circumstances which could not be averted despite reasonable care in the circumstances of the case, in particular operational disruptions, official sanctions and interventions, delays in the delivery of essential raw materials, energy supply difficulties, etc., the delivery period shall be extended to a reasonable extent. If delivery becomes impossible due to these circumstances, the contractor shall be released from his delivery obligation.

This provision shall also apply in cases of lockouts and strikes.

If the contractor proves that he was not supplied on time by a supplier despite careful selection of his supplier and despite conclusion of the necessary contracts on reasonable terms, the delivery period shall be extended by the period of the delay caused by the late delivery by the suppliers. In the event of impossibility of delivery by the supplier, the contractor shall be entitled to withdraw from the contract. The contractor undertakes to assign to the customer any claims to which he is entitled against his suppliers due to non-delivery or late delivery.

If the aforementioned hindrances last longer than one month, the customer shall be entitled to withdraw from the contract with regard to the part not yet fulfilled.

If, in the above cases, the delivery period is extended or if the contractor is released from his delivery obligation, any claims for damages and rights of rescission on the part of the customer deriving from this shall lapse with the exception of the right of rescission after the expiry of one month.

The contractor can only invoke the circumstances mentioned here if he has informed the client of these circumstances without delay.

6. A termination of the contractual relationship due to a delay in delivery presupposes default on the part of the Contractor and, in addition, the setting of an appropriate deadline with the threat that the contractual relationship will not be continued by the Customer after expiry of the deadline set.

VII. Packaging and Shipping

The contractor owes packaging customary in the industry. His liability with regard to packaging and dispatch is limited to intent and gross negligence, provided that there is no injury to life, health and body. This shall not affect the Contractor’s right to object to any contributory negligence on the part of the Customer.

VIII. Tolerances

1. Weight Deviations
Deviations in the weight per unit area shall be tolerated by the customer to the same extent as they are tolerated by the contractor according to the delivery conditions of the producers of the materials used.

The following tolerances shall apply unless otherwise stipulated in the delivery conditions:

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

b) Plastic films in relation to the agreed thickness: less than 15 my +/- 25%, from 15 my-25 my +/- 15%, greater than 25 my +/- 13%.

c) Aluminium foil, laminated foil, regenerated cellulose film and other materials in relation to the agreed thickness or weight per unit area (according to the dimension on which the contract is based; considered individually or as part of another product): +/- 10%

2. Dimensional Deviations

The following dimensional deviations shall be tolerated by the customer:

a) Paper and paper combinations
– Bags: in length +/- 4 mm, in width for bag widths below 80 mm +/- 3%, in width for bag widths of 80 mm and more +/- 2%
– Rolls: in width and in section length +/- 3 mm, in running length +/- 3%
– Formats: length +/- 5 mm , width +/- 5 mm

b) Plastics and aluminium +/- 5%

c) The dimensional deviations for the materials mentioned under a) regarding rolls and formats and under b) also apply to the position of the print as well as the punching and embossing on these materials. For the bags mentioned under a), a dimensional deviation of +/- 4 mm for bag widths over 80 mm and of +/- 3 mm for bag widths of 80 mm and less shall apply for the position of the print as well as the punching and embossing in width. Fluctuations in the register of printed products cannot be avoided for technical reasons, as these depend on the material, the design and the printing process. Only substantial deviations entitle to a complaint.

3. Quantity Variances

The Contractor shall have the right to excess or short deliveries of up to 20% of the ordered quantity in all productions. In the case of sales by quantity (quantities less than 50,000 pieces and in the case of collective runs with printing changes within the run, as well as in the case of sales by weight (for weights less than 500 kg) up to 30% of the ordered quantity. Delivery shall be made with full invoicing of the actual delivery quantities.

IX. Printing

1. The Contractor shall use standard printing inks for printing. If special requirements are placed on the inks, such as high light fastness, alkali fastness, rub resistance, suitability for contact with foodstuffs, etc., the customer must make special reference to this when placing the order.

No guarantee can be given for the lightfastness of the material and printing inks, as the raw material and ink suppliers do not guarantee the lightfastness of the inks either. Likewise, no guarantee can be given for the abrasion resistance of the printing inks.

The contractor reserves the right to minor deviations in colour, insofar as these are customary in the trade. They do not entitle the customer to refuse acceptance of the goods or to a price reduction. Proofs shall be submitted before printing if the customer expressly requests this or if the contractor deems this necessary. As these proofs (e.g. proof, Cromalin, offset proof etc.) are not produced using the flexographic printing process, considerable deviations from the later print run cannot be avoided. Press proofs from the machine, which are requested by the customer, are charged separately according to expenditure.

2. For plastic products, the contractor cannot accept any liability for migration of plasticizers or similar migration phenomena and for the resulting consequences. Insofar as the contractor is liable in deviation from IX. No. 2 S. 1, XIII of these terms and conditions shall apply.

3. The Contractor shall not be responsible for the consequences of errors in the “Filmmasters” or other similar materials provided by the Client for the printing of the uniform commodity code or another similar code, nor for the difficulties or their consequences which may arise in the use of the printed code. The “Filmmasters” supplied by the Client shall also be understood to mean the proofs of printing work approved by the Client which contain a uniform commodity code.

4. The EAN barcode is printed in accordance with the state of the art and the relevant CCG implementation rules (see Co-Organisation series, Booklet 2, The EAN barcode).

Further promises, in particular statements about reading results at the cash registers of the trade, cannot be given due to possible influences on the bar codes after delivery by the customer and due to lack of uniform measuring and reading technology.

5. The contractor is not liable for defects caused by printing plates and artwork provided by the client and/or his vicarious agents. If the Contractor detects text or image errors during production and interrupts or interrupts production as a result thereof, the Client shall bear the additional costs associated therewith.

X. Material and Design

1. Without special instructions on the part of the customer, the execution of the orders is carried out with material customary in the industry and according to known manufacturing processes. If the packaging is used for foodstuffs, the suitability of the material for foodstuffs must be expressly clarified with the contractor. As a result, notices of defects with regard to the behaviour of the packaging material towards the contents and vice versa cannot be made unless the customer expressly refers to special properties of the contents and/or their use for foodstuffs and has given the contractor the opportunity to comment on them. These references and statements must be made in writing.

2. Recycling raw materials are carefully selected by the contractor. Regenerated foils and recycled papers may nevertheless exhibit fluctuations from batch to batch in surface quality, colour, purity, odour and physical values which do not entitle the customer to make a complaint. However, the Contractor undertakes to assign to the Customer any warranty claims and/or claims for damages against the Supplier due to the nature of the regenerated foils and the recycled papers.

XI. Retention of Title

1. The delivered goods remain the property of the contractor until the purchase price has been paid in full.

2. The Customer shall be entitled to resell the reserved goods in the normal course of business; however, it shall only be permitted to pledge or transfer ownership by way of security with the consent of the Contractor. The Customer shall be obliged to secure the Contractor’s rights when reselling reserved goods on credit.

3. The Customer hereby assigns to the Contractor all claims of the Customer arising from the resale of the reserved goods; the Contractor accepts the assignment. Irrespective of the assignment and the Contractor’s collection rights, the Customer shall be entitled to collect as long as it meets its obligations towards the Contractor and does not fall into financial collapse. At the Contractor’s request, the Customer shall provide the information required for collection on the assigned claims, in particular a list of the debtors with name and address, the amount of the claims and the date on which the invoice was issued, and inform the debtors of the assignment.

4. Any processing and treatment of the reserved goods shall be carried out by the Customer on behalf of the Contractor without any obligation arising for the Contractor as a result. If the reserved goods are processed, combined or mixed with other goods not belonging to the Contractor, the Contractor shall be entitled to the resulting co-ownership share in the new item in the ratio of the invoice value to the other processed goods at the time of processing, combining or mixing.

If the Customer acquires sole ownership of the new item, the contracting parties agree that the Customer shall grant the Contractor co-ownership of the new item in proportion to the invoice value of the processed, combined or mixed reserved goods and shall store the same for the Contractor free of charge.

5. If the reserved goods are resold together with other goods, regardless of whether without or after processing, combining or mixing, the advance assignment agreed above shall only apply to the amount of the invoice value of the reserved goods which are resold together with the other goods.

6. The Customer shall inform the Contractor immediately of any enforcement measures taken by third parties against the reserved goods or the claims assigned in advance, handing over the documents required for intervention.

7. The Customer’s authorisation to dispose of the reserved goods and to collect the assigned claim shall lapse in the event of the Customer’s default in payment, in the event of bill or cheque protests and in the event of the Customer’s financial collapse – in particular in the event of a petition for composition and/or bankruptcy being filed. In such cases, the Contractor shall in particular be entitled to take possession of the reserved goods and the Customer shall be obliged to surrender the reserved goods to the Contractor. Withdrawal from the contract shall only be deemed to be withdrawal if this is expressly declared.

8. It shall be made clear that in cases of cheque financing by bill of exchange, ownership of the delivery item shall not pass to the Customer until the bills of exchange have been fully honoured and the amounts of the bills of exchange have been paid to the Contractor.

9. If the Customer is twice in arrears with his payments to the Contractor within 6 months and/or if the Customer is insolvent and/or if his insolvency becomes apparent on the basis of objective criteria, the Contractor shall be entitled to reclaim the delivery item and, in the event of resale, to collect the claims assigned to the Contractor directly from the Customer’s customer.

The Contractor shall be entitled to assert the return of the delivery items against the Customer without being obliged to declare his withdrawal from the contract.

10. The contractor undertakes to release the securities to which he is entitled in accordance with the above provisions at the request of the client to the extent that their value exceeds the claim by 10% or more. The Contractor shall determine at its reasonable discretion which securities the Contractor shall release.

XII. Notification of Defects / Defects

1. The customer’s obligations to inspect and give notice of defects are determined in accordance with § 377 HGB (German Commercial Code).

2. In the case of larger deliveries of similar goods, the entire batch delivered can only be rejected as defective if the defects were determined by means of a recognised representative sampling procedure.

3. If the total quantity of flexible packaging delivered has defects of up to 3% of the total quantity, neither the total quantity can be rejected as defective nor can defects be asserted on account of this maximum of 3% of defective flexible packaging. It does not matter whether the defect is due to processing or printing.

4. The Contractor shall be given the opportunity to determine on site any defects in the delivery which have been notified.

XIII. Defects as to Quality/ Limitation Periods

1. If the delivery item is not free from material defects or if the contractor has given a guarantee for certain characteristics, he shall, at his discretion, either remedy the defect or deliver a defect-free delivery item.

2. If the subsequent improvement fails after an unsuccessful second attempt, the customer may, at his discretion, withdraw from the contract or reduce the purchase price.

If the material defect is attributable to gross negligence or intent on the part of the Contractor, its vicarious agents or agents, or if the defect leads to a breach of material contractual obligations (cardinal obligations) for which the Contractor is responsible, or to an injury to life, body or health for which the Contractor is responsible, or if the Contractor has assumed a guarantee for certain characteristics or if the Product Liability Act applies, the Customer may also claim damages for the material defect instead of withdrawing from the contract or reducing the purchase price.

In the event of a material breach of contract caused only by negligence, the amount of damages shall be limited to the damages foreseeable and typical for the contract at the time of conclusion of the contract.

Damages for loss of production and/or loss of profit shall be excluded in cases of simple negligence.

This limitation of liability shall apply mutatis mutandis to the Contractor’s vicarious agents.

The foregoing limitation of liability/exclusion of liability also applies in particular to damage caused by the fact that the abrasion resistance, light fastness, alkali fastness, friction resistance and water resistance of the inks used are insufficient and that the coding and numbering arrangement is incorrect, the coding template provided by the customer cannot be read when transferred to the delivery items to be produced, the coding cannot be read when flexible material is used, the packaging material is impaired by the delivery item or the delivery item does not comply with the statutory provisions to be complied with for the filling item.

This limitation of liability/exclusion of liability also applies to damage based on printing documents (drafts, films, printing plates, etc.).

The application of the Product Liability Act shall remain unaffected by this limitation of liability.

3. If the contractor decides to remedy the defect, he shall bear the costs necessary for the remedy. Costs incurred because the delivery item has been taken to a place other than the registered office or the contractually agreed destination of the Customer shall be borne by the Customer.

4. The Customer shall not be entitled to any warranty claims if the Contractor is not responsible for them in accordance with VIII, IX, X and XII. If the customer
the contractor due to material warranty claims and it turns out that either there is no defect or the claimed defect is due to a circumstance that does not oblige the contractor to provide a warranty, the customer shall reimburse the contractor for all costs incurred thereby.

5. The regular limitation period for defective delivery items, which are not normally used for buildings, is 1 year from delivery of the delivery item to the customer.

Insofar as claims for damages may be asserted against the Contractor, the shortening of the limitation period for claims for damages due to material defects in the event of gross negligence or intent, in the event of a breach of material contractual obligations (cardinal obligations) for which the Contractor is responsible, as well as in the event of injury to life, limb or health for which the Contractor is responsible and in the event of a quality guarantee granted by the Contractor, shall be excluded.

If the Contractor has expressly granted a quality guarantee, the claims arising from this quality guarantee shall become statute-barred within 2 years, beginning with the delivery of the delivery items for which the quality guarantee was assumed. If the contractor has granted a durability guarantee, the claims based on this durability guarantee expire at the end of the period for which the durability guarantee was given. This period shall also commence upon delivery of the delivery item for which the durability guarantee was given.

If the durability guarantee is less than one year, the limitation period shall be determined in accordance with XIII. clause 5 of these General Terms and Conditions.

6. The customer shall have no claims in the event of defects due to an insignificant reduction in the value or suitability of the delivery item. The limitation of liability shall not apply to claims for damages due to a material defect which is attributable to gross negligence and intent or which leads to injury to life, limb and health.

7. If the delivery items are used items, all claims for material defects are excluded. This exclusion shall not apply to claims for damages in the event of gross negligence or intent, in the event of a culpable breach of material contractual obligations (cardinal obligations) and in the event of culpable injury to life, limb or health by the Contractor, its executive employees or vicarious agents.

XIV. Other Claims for Damages

1. The Contractor’s liability for defects of quality or title or delays in delivery or non-delivery shall not be covered by this Section (Section XIV). This liability shall be governed by the provisions of Sections VI, VIII, X and XV of these General Terms and Conditions of Sale, Delivery and Payment.

2. Claims for damages against the contractor due to other breaches of duty on the part of the contractor, in particular of duty to protect and/or due to obligations similar to legal transactions are excluded, unless gross negligence or intent and/or a culpable breach of essential contractual obligations (cardinal obligations) and/or injury to life, limb or health by the contractor or his vicarious agents or assistants is present.

Liability for loss of production and/or loss of profit shall be excluded in cases of ordinary negligence.

The above limitation of liability shall apply mutatis mutandis to the conduct of the contractor’s vicarious agents.

3. This limitation of liability according to paragraph (2) applies accordingly to tortious claims. Liability under the Product Liability Act shall remain unaffected by this provision.

4. Claims for damages due to the other breaches of duty regulated in this section which are not based on a material defect shall become statute-barred within one year of the end of the year in which the claim arose and the customer became aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence. The maximum periods regulated in § 199 Para. 2 and 3 BGB shall continue to apply.

This limitation of the periods of limitation shall not apply to claims for damages due to gross negligence or intent, in the event of a breach of material contractual obligations (cardinal obligations) for which the Contractor is responsible, as well as injury to life, limb, health and freedom and a breach of the Product Liability Act by the Contractor or its vicarious agents or agents.

XV. Industrial Property Rights

1. Claims for damages due to the infringement of trademarks, patents, patent applications, utility models, registered designs and copyrights against the contractor, his vicarious agents or agents are excluded, unless gross negligence or intent on the part of the contractor, his vicarious agents or agents or the contractor has guaranteed the non-infringement of the above industrial property rights.

This limitation of liability shall not apply in the event of a breach of material contractual obligations (cardinal obligations) for which the Contractor, its vicarious agents or agents are responsible.

In the case of liability for simple negligence, liability for loss of production and loss of profit shall be excluded.

This limitation of liability shall apply mutatis mutandis to the conduct of the contractor’s vicarious agents.

2. The right of the client to withdraw from the contract due to the infringement of the above industrial property rights remains unaffected.

3. Insofar as claims are asserted against the contractor due to the infringement of industrial property rights of third parties, the client has only provided proof of this legal defect if a legally binding judgment has been issued against him in this respect. This provision shall not affect the Client’s right to notify the Contractor of the dispute.

XVI. Suspension of the statute of limitations in negotiations

Negotiations concerning claims based on material defects or other claims for damages shall only be deemed to be pending if the parties have declared that they will negotiate such claims.

XVII. Terms of Payment

1. Payments are due for payment on the agreed payment date. If no date has been specified, payments shall become due upon receipt of the invoice or a corresponding statement of payments. If the receipt of the invoice or the payment schedule is uncertain, payments shall become due upon receipt of the deliveries and services of the contractor.

If the customer pays within 8 days, calculated from the invoice date, he is entitled to a discount of 2% of the net invoice amount.

2. In the case of outstanding invoices of the Contractor, payments shall be made to cover the oldest claim due, provided that this claim is not a claim against which the Customer has asserted a right of retention.

3. If the Customer is in default of payment from earlier deliveries by the Contractor and/or if the Customer’s financial circumstances deteriorate significantly after conclusion of the contract, jeopardizing the Contractor’s claim to consideration, payment shall be made concurrently with delivery of the delivery items. The Customer may avert delivery concurrently by providing security in the amount of the purchase price for the corresponding delivery.

4. The Customer shall not be entitled to set off any claims of the Contractor unless such claims are undisputed or have been finally and conclusively established.

XVIII. Place of Performance/ Place of Jurisdiction/ Applicable Law

1. Unless otherwise agreed, the place of performance for delivery, performance and payment shall be the Contractor’s registered office.

2. The exclusive place of jurisdiction for all disputes arising from the contractual relationship between the parties on which these deliveries and services are based shall be the registered office of the Contractor. However, the Contractor shall be entitled – but not obliged – to sue the Client at the Client’s place of business.

3. German law shall apply to the legal relations of the parties with regard to the agreed deliveries and services, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

4. Subsidiary agreements, reservations, changes and additions shall be made in writing.

5. Should a provision in these General Terms and Conditions of Business, Delivery and Payment or a provision within the framework of other agreements be or become invalid in relation to the delivery contract, the validity of all other provisions or agreements shall not be affected thereby.