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1 Validity of the Terms and Conditions of Sale

1.1 All contracts concluded by us with entrepreneurs, legal entities under public law or special public law entities (hereinafter referred to as “Buyer”) shall be governed exclusively by our Terms and Conditions of Sale below, which comply with the model terms and conditions of the Fachverband Faltschachtel-Industrie e.V. (German Folding Carton Industry Association). The Buyer’s terms and conditions of business shall not apply unless we have expressly agreed to their validity in writing. This also applies to clauses in the buyer’s terms and conditions that do not conflict with our terms and conditions. Our terms and conditions of sale shall also apply exclusively if we carry out the delivery to the buyer without reservation in the knowledge of deviating clauses of the buyer.

1.2 Our Terms and Conditions of Sale shall also apply to all future transactions with the Buyer.

2. offers, ordering and prices

2.1 Our offers are subject to change. A contract is only concluded with our written or electronic order confirmation or by delivery of the goods to the buyer.

2.2 Costs incurred by us in preparing the offer, such as costs for development, technical services, samples and corrections, shall be borne by the Buyer if the order is not placed.

2.3 By ordering the goods, the buyer submits a binding offer. We are entitled to accept this offer within two weeks of receipt.

2.4 We do not assume any procurement risk with regard to self-delivery by our suppliers, unless we are responsible for the late or incorrect self-delivery.

2.5 Prices are quoted in euros plus the applicable statutory value added tax, unless another currency is expressly agreed.

2.6 All prices are ex works. Transportation and packaging costs shall be invoiced separately. If the parties have agreed FOB prices, these shall not include port and customs fees.

3. intellectual property, industrial property rights, ownership of work materials

3.1 We are exclusively entitled to the intellectual property or industrial property rights to designs, templates, sketches, samples, films, lithographs, clichés, punches, cutting dies, negatives, plates, printing rollers, printing plates, forming devices, digital data, printing cylinders, etc. (hereinafter: working materials) developed by us. The buyer may not use these working materials without prior express written agreement in which an appropriate usage fee is specified.

3.2 The Buyer shall be liable for ensuring that the goods manufactured by us in accordance with its working materials or other specifications or instructions do not infringe any third-party rights, in particular intellectual property rights or industrial property rights. The Buyer hereby undertakes to indemnify us on first demand against any claims asserted against us by third parties for alleged or actual infringement of intellectual property rights and/or industrial property rights, provided that we have manufactured the goods in accordance with the Buyer’s working materials or other specifications or instructions.

3.3 Working materials which are necessary for the production of the goods and which have been produced by us shall remain our property, even if the Buyer has contributed financially to the production costs. There is no obligation to surrender them.

3.4 We shall only store working materials and data sets provided by the Buyer at the Buyer’s risk. We shall only be liable for care in our own affairs. We shall only insure these working materials and data sets at the express request of the Buyer and only at the Buyer’s expense. If the buyer has not demanded the return of these working materials within one year or the data records within three years of their last use by us, we shall be entitled to destroy them after prior notification of the buyer.

4th delivery

4.1 Delivery dates are only binding if we have expressly guaranteed in writing that they will be met. The binding nature shall only apply subject to unforeseen events for which we are not responsible. The delivery date shall be deemed to have been met if the goods are handed over to the transport company in good time so that delivery can be expected on time under normal circumstances.

4.2 If a call-off or delivery schedule is agreed between the parties, this shall be binding for both parties. Deviations require the express written consent of the other party. Any additional costs incurred as a result of such deviations (e.g. storage costs, financing costs) or changes in materials shall be borne by the party that requested the deviation from the call-off or delivery schedule.

4.3 If we fail to meet the delivery date, the Buyer shall be entitled and obliged to set us a reasonable grace period for delivery in writing. As a rule, the grace period must be at least 10 working days. If the grace period expires without result, the buyer may withdraw from the contract. In the case of long-term or successive delivery contracts, the right of withdrawal is limited to the specific delivery, unless it is no longer reasonable for the buyer to continue the entire contract.

4.4 The place of performance for our delivery obligation is the production plant DE-37671 Höxter, Hermannstraße 4, even if we take over the shipment of the goods at the buyer’s request. Unless expressly agreed otherwise in writing, the risk shall pass to the Buyer when the goods are handed over for transportation. This shall also apply if free or carriage paid delivery has been agreed and/or we carry out the transportation ourselves. The buyer shall bear the shipping costs unless otherwise agreed in writing.

4.5 If no written agreements have been made regarding packaging, the choice shall be left to us. Pallets, lattice boxes, cover boards, wooden crates, corrugated cardboard boxes and other packaging and transportation materials provided by us that are suitable for multiple use shall remain our property. The buyer must return them to us in perfect condition at his own expense within one week of using the goods delivered in them.

4.6 Unless expressly agreed otherwise in writing, we are entitled to make partial deliveries.

4.7 During the manufacture of the goods, production-related excess or short deliveries of up to +/-20% may occur. Any excess or short deliveries within this tolerance shall constitute proper fulfillment of the contract. The Buyer shall pay the price for the quantity actually delivered.

5 Terms of payment, offsetting, assignment

5.1 Unless otherwise agreed, the invoice amount shall be due without deduction upon receipt of the invoice. Discounts are only permitted if they have been expressly agreed in writing in advance. If the buyer does not pay the invoice amount within 14 days of receipt of the invoice or the agreed payment date, he shall be in default even without a separate reminder. In the event of default on the part of the buyer, we shall be entitled to demand default interest at the statutory rate in accordance with § 288. The assertion of higher default damages remains unaffected.

5.2 Payment orders, bills of exchange and checks are not accepted in lieu of performance, but only on account of performance. In the case of payment by money orders, bills of exchange and checks, fulfillment shall not occur until the value date of the bank credit entry. Collection costs and bank charges for bank transfers shall be borne by the buyer. We accept no liability for timely presentation.

5.3 The Buyer shall only be entitled to rights of set-off and retention if his counterclaims have been legally established, are undisputed or have been recognized by us.

5.4 If, after conclusion of the contract, a significant deterioration in the Buyer’s financial circumstances or other indications become known which make the Buyer’s solvency appear questionable, we shall be entitled to withhold our performance until the Buyer has paid the consideration or provided security. If, in this case, the buyer fails to provide either the full consideration or suitable security within a period of one week of being requested to do so, we shall be entitled to withdraw from the contract. § Section 323 BGB shall apply accordingly. Our right to claim damages under the statutory conditions remains unaffected.

5.5 The assignment of claims of the Buyer arising from the business relationship is excluded without our express written consent. § Section 354 a HGB remains unaffected.

6. affixing of identification marks We are entitled to affix our company, our company logo or our identification number to the goods manufactured by us in an appropriate form that does not impair the design of the goods in any relevant way.

7. condition of the goods

7.1 A specific quality of the goods delivered by us is only owed if we expressly promise specific quality characteristics in writing. Unless otherwise agreed in the contract, the suitability of the packaging material for direct contact with food is not owed. We therefore accept no liability for damage to the goods or the packaged goods resulting from direct contact without express written agreement.

7.2 The goods are in accordance with the contract with regard to printing and processing if the printing result and the processing quality are within the tolerances that correspond to the respective state of the art.

7.3 Samples provided by us are manual or plotter samples that may deviate from machine production in terms of material, appearance (e.g. die-cutting bridges, color) and processability (e.g. creasing resistance). We are not liable for such deviations.

7.4 The Buyer is aware that processing the goods after prolonged storage may result in sensory impairments and external impairments, such as creasing edge breakage and color changes, as well as technical impairments such as poorer running properties, adhesion, color adhesion and flatness. If the buyer causes the originally agreed call-off or delivery dates to be exceeded by more than 6 months, he accepts such signs of ageing as the contractual condition of the goods.

8 Warranty for defects, compensation for damages, obligation to give notice of defects

8.1 The delivered goods must be inspected by the Buyer immediately, generally within 3 working days of receipt, to ensure that they are complete and free of defects. All defects must be reported to us immediately in writing. If the Buyer fails to comply with these obligations, the goods shall be deemed to be in accordance with the contract, unless the defect was not recognizable during the inspection.

8.2 Recognizable short or excess quantities and externally recognizable damaged goods must already be noted on the receipt. If the Buyer fails to comply with this obligation, the goods shall be deemed to be in conformity with the contract.

8.3 The Buyer is obliged to inspect the goods before use with regard to their suitability for the intended purpose. We must be informed immediately in writing of all points of complaint identified during these inspections. If the Buyer fails to comply with these obligations, the goods shall be deemed to be in conformity with the contract.

8.4 The Buyer is obliged to notify us of a defect that is not recognizable immediately after its discovery, generally within 3 working days. If he fails to comply with this obligation, the goods shall be deemed to be in conformity with the contract.

8.5 Complaints and objections made to third parties, such as commercial agents or carriers, shall not constitute notices of defects or complaints to us in due form and time.

8.6 Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of usability.

8.7 Claims for defects on the part of the buyer require that the buyer can prove the existence of the cause of the defect at the time of the transfer of risk.

8.8 We shall not be liable for defects resulting from improper storage and/or processing of the goods by the Buyer.

8.9 We are not responsible for defects that are due to the fact that we had to use materials specified by the Buyer (such as cardboard, adhesives, paints, varnishes or printing forms). The same applies to defects that are based on the fact that the buyer has instructed us to use certain third-party services. In such cases, the buyer must rather ensure that his specifications do not impair the suitability of the goods for the intended use, unless we were aware of the unsuitability of the specified materials or service providers and we concealed this from the buyer.

8.10 We assume no responsibility for texts, illustrations, graphic representations, barcodes, etc. specified by the Buyer which we print on the folding boxes. In particular, the Buyer shall be responsible for ensuring that no third-party rights, such as industrial property rights or copyrights, or statutory or sub-statutory regulations are infringed.

8.11 Any declarations of conformity, quality agreements or specifications issued by us shall not constitute any guarantees and shall not give rise to any strict liability. In particular, they do not release the buyer from his obligation to check the goods for their suitability for the respective packaged goods before processing – also by carrying out appropriate analyses.

8.12 In the event of a timely and justified complaint about the goods, we shall be entitled, at our discretion, to take back the defective goods and replace them with goods conforming to the contract or to repair the delivered goods – insofar as this is possible and reasonable for the Buyer.

8.13 If the goods are not repaired or replaced within a reasonable period of time, the buyer is entitled, at his discretion, to withdraw from the contract or to demand a reduction in the purchase price.

8.14 Our liability for damages, regardless of the legal grounds (including tortious claims), shall be governed by the statutory provisions, provided that the damage is due to intent or gross negligence on our part, our representatives or vicarious agents. Liability for simple negligence is excluded unless there is a culpable breach of a material contractual obligation or we have assumed a guarantee or a procurement risk. The limitation of liability shall not apply in cases of injury to life, limb or health of a person. Liability based on the provisions of the Product Liability Act also remains unaffected.

8.15 The Buyer’s claims for damages shall be limited to the typical, foreseeable damage. This shall not apply to claims based on intentional or grossly negligent behavior by us, our legal representatives or vicarious agents. Furthermore, the limitation shall not apply to liability for damages resulting from injury to life, body or health of a person and in cases of liability in accordance with the provisions of the Product Liability Act.

8.16 If the delivered goods are rejected by the Buyer or one or more third parties, we must be informed immediately. This shall also apply in the event of internal closures, recalls or public warnings in relation to the goods supplied by us.

9. statute of limitations

9.1 All warranty claims of the Buyer in the event of defects in the delivered goods (including claims for damages) shall become time-barred in the cases of § 438 para. 1 no. 3 BGB within a period of 1 year. The period begins with the delivery of the goods.

9.2 The Buyer’s claims for damages due to breaches of duty that are not based on defects in the delivered goods (§ 280 BGB) shall become time-barred after a period of 1 year. The beginning of the limitation period is determined by law.

9.3 The statute of limitations provisions under

9.1 and

9.2 shall not apply to cases of entrepreneurial recourse (Sections 478, 479 BGB) or to claims for damages arising from injury to life, limb or health of a person. Furthermore, they shall not apply in cases of intent or gross negligence on our part, on the part of our legal representatives or vicarious agents.

10. reservation of title

10.1 The delivered goods shall remain our property as reserved goods until the purchase price has been paid in full and until all claims already existing from the business relationship and the ancillary claims existing in close connection with the delivered goods (default interest, default damages, etc.) have been settled. The inclusion of individual claims in a current invoice or the striking of a balance and its recognition shall not cancel the reservation of title.

10.2 If goods subject to retention of title are processed into a new movable item by the purchaser or by a third party commissioned by the purchaser, the processing shall be carried out for us without any obligation on our part. The new item shall become our property. In the event of processing together with goods not supplied by us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other goods at the time of processing. If goods subject to retention of title are combined, mixed or blended with goods not supplied by us in accordance with §§ 947, 948 BGB, we shall become co-owners in accordance with the statutory provisions. If the buyer acquires sole ownership by combining, mixing or blending, he hereby assigns to us co-ownership in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. The item in our ownership or co-ownership in this case shall also be deemed to be reserved goods within the meaning of the following provisions.

10.3 The Buyer shall store the reserved goods free of charge and insure them adequately at its own expense.

10.4 The Buyer shall be entitled to resell or use the goods subject to retention of title in the ordinary course of its business. However, this shall only apply subject to the proviso that the

10.5 claims assigned in advance are actually transferred to us. The Buyer shall not be entitled to dispose of the reserved goods in any other way, in particular to pledge them or assign them as security. If the buyer is in default of payment, he shall only be entitled to resell the reserved goods if he instructs his buyer to pay the purchase price directly to us. If we only have co-ownership of the reserved goods, the purchaser must only instruct his buyer to pay us directly that part of the purchase price which corresponds to the invoice value of the reserved goods delivered by us.

10.5 The Buyer hereby assigns to us in advance all claims arising from the resale of the goods subject to retention of title. We accept this assignment. If we only have co-ownership of the reserved goods, the advance assignment agreed in sentences 1 and 2 shall only apply to the amount of the invoice value of the reserved goods delivered by us.

10.6 The Buyer shall remain entitled to collect the assigned claims. Our authorization to collect the claims ourselves remains unaffected. However, we shall not collect the claims as long as the Buyer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or the opening of such proceedings has been rejected for lack of assets. Upon request, the Buyer shall name the debtors of the assigned claims, stating their addresses, and notify them of the assignment. We are also authorized to notify the debtors of the assignment ourselves.

10.7 If we are entitled to withdraw from the contract due to breaches of duty by the Buyer, in particular due to default of payment, the Buyer must return the goods delivered under retention of title to us immediately after our declaration of withdrawal and request for return. The costs for the return shall be borne by the Buyer.

10.8 The Buyer shall inform us immediately in writing of any enforcement measures taken by third parties against the goods subject to retention of title or the assigned claims, handing over all necessary documents, in particular a copy of the enforcement protocol. At the same time, the buyer must send us an affidavit in which he declares that the goods subject to the enforcement measure are goods delivered by us and subject to our retention of title. The costs of our intervention against the enforcement measure shall be borne by the buyer, unless they are reimbursed by the third party.

10.9 We undertake to release the securities to which we are entitled at the buyer’s request to the extent that the value of our securities exceeds the claims to be secured by more than 10%. We shall be responsible for selecting the securities to be released. Ownership of the goods subject to retention of title and the assigned claims shall pass to the buyer upon settlement of all our claims against the buyer.

11. force majeure Force majeure, such as strikes, riots, insurrection, war or any other reasons beyond our control which prevent the fulfillment of our contractual obligations, release us from our delivery obligation. If the circumstances permit, we are obliged to inform the buyer in writing as soon as possible.

12 Applicable law, place of jurisdiction

12.1 These Terms and Conditions of Sale and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods. This shall also apply in the case of cross-border deliveries.

12.2 The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Paderborn, provided that the Buyer is a merchant, a legal entity under public law or a special fund under public law.

Template for the folding carton industry from Fachverband Faltschachtel-Industrie (FFI) e.V., 63073 Offenbach, as of: 12.03.2010