General terms and conditions of purchase

GENERAL TERMS AND CONDITIONS OF PURCHASE OF THE SL PACKAGING GMBH

I. SCOPE OF APPLICATION

1. Our Terms and Conditions of Purchase shall apply exclusively. Any terms and conditions of the supplier that conflict with or deviate from our terms and conditions shall not be recognised. Should we not respond to any other terms and conditions communicated by the supplier, this shall not be interpreted as an acceptance of these Terms and Conditions. Nor should our failure to respond to conflicting order confirmations be regarded as consent. These Terms and Conditions of Purchase apply to deliveries and services of all kinds.

2. Any deviation of a confirmation of order from our orders shall be deemed a rejection of our order. Should the delivery nevertheless take place, this shall irrefutably be deemed to be an acceptance of our Terms and Conditions of Purchase.

3. Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.

II. CONCLUSION OF THE CONTRACT, CONTRACTUAL DOCUMENTS

1. Our orders must be confirmed in writing within a period of 10 days. Confirmed dates are fixed dates. Orders placed orally or by telephone shall only become effective upon receipt of our confirmation in writing, by fax or by email. For confirmed dates, Section IV no. 5 of these Terms and Conditions shall apply.

2. Offers of the supplier and any specifications made in this context are provided to us free of charge.

3. All tools, models, samples, drawings or other documents which we provide to the supplier remain our property and may not be handed over or brought to the attention of third parties without our written consent.

4. The supplier undertakes to treat all commercial or other information as confidential which is not in the public domain and of which it becomes aware through the business relationship with us. The supplier shall impose a corresponding obligation on its suppliers/subcontractors. This obligation shall continue to exist after the end of the business relationship.

5. We may demand changes to the delivery item or the object of performance even after conclusion of the contract, provided that this is acceptable to the supplier. In doing so, the effects on both contracting parties, in particular with regard to additional or reduced costs as well as delivery and performance dates, shall be taken into account accordingly.

III. PRICES, PAYMENTS

1. Unless otherwise stated in the order, the prices are fixed and not subject to change. They include the necessary packaging and transport and are understood to be “delivered at the buyer’s premises and duty paid” (Delivery Duty Paid) (defined in accordance with the latest version of the INCOTERMS of the International Chamber of Commerce). The supplier shall bear all transport and unloading costs, customs duties, taxes and levies until receipt at the buyer’s premises, as well as insurance and risks until the final acceptance. The price adjustment formulas can only come into effect with the prior consent of the buyer at the time of ordering. Under no circumstances can a price adjustment be made after the expiry of the contractual dates.

2. All invoices must be sent to us in duplicate with all associated documents and data following delivery. In principle, we pay all current invoices that are due within 60 days of receipt of the invoice.

IV. SHIPPING, PACKAGING, DELIVERY DATES

1. The delivery time stated in the order is binding.

2. We must be notified of deliveries by means of a dispatch note stating the type, quantity and weight of the goods. Dispatch notes, waybills, invoices and all correspondence shall bear our order number.

3. Packaging materials shall only be used to the extent necessary and shall be recovered by the supplier free of charge in accordance with the Packaging Ordinance. The place of performance for the obligation of recovery is the place where the goods are handed over.

4. If, as an exception, we are charged separately for packaging, we may return this to the supplier carriage paid against payment of 2/3 of the packaging value as shown in the invoice.

5. Agreed dates, places of delivery and deadlines are binding. If the agreed delivery or performance time is exceeded, the supplier shall be in default – even without a reminder from us – unless the delivery or performance does not take place due to a circumstance for which the supplier is not responsible. The supplier is aware that compliance with the delivery and performance time is of material importance for us. In the event of default, the delivery/service is therefore generally no longer of any interest to us, so that we can then refuse acceptance of the service and withdraw from the contract as well as demand compensation for damages even without setting a period of grace. We already reserve the right to accept delivery even after the deadline has been exceeded. The unconditional acceptance of the delayed delivery or service does not constitute a waiver of our possible rights arising from the delivery or service time being exceeded.

6. In the event of default, the supplier shall be liable in accordance with the statutory provisions. Any agreed contractual penalty in the event of delayed delivery or performance shall remain unaffected.

7. Unless otherwise agreed, in the event of a delay in delivery or performance, the supplier is obliged to pay us a contractual penalty of 0.5 % of the delivery value per calendar day that the delivery time or performance time is exceeded, but not more than a maximum of 5 % of the delivery value. Payment of the contractual penalty may be demanded by us even if we do not reserve the right to do so upon acceptance of performance. We expressly reserve the right to assert further claims.

8. In the event of premature delivery, we shall be entitled to reject the goods or return them at the supplier’s expense. Should we waive this, the goods shall be stored by us at the supplier’s expense and risk until the delivery date.

9. Force majeure and industrial disputes shall release both the supplier and us from the performance obligations affected thereby. We will provide the necessary information without delay within the bounds of what is reasonable and adapt our obligations to the changed circumstances. The supplier shall have the same obligation.

10. Euro pallets can be retrieved by the supplier after a period of 6 to 8 weeks. There is no obligation on our part to surrender them immediately.

V. OWNERSHIP, ASSIGNMENT OF CLAIMS

1. Any extended and/or expanded reservation of title on the part of the supplier is excluded. Moreover, a mere reservation of title on the part of the supplier is excluded. The supplier shall transfer the goods to us without reservation of title and free of third party rights. We shall acquire unrestricted ownership of the delivery item or service upon its delivery, insofar as we have not already acquired ownership beforehand in accordance with the statutory provisions. With the delivery, the supplier declares that it has full right of disposal over the delivery item/ service and that no rights of third parties exist.

2. Any material handed over by us to the supplier for processing within the scope of a contract shall remain our property. Any combination, mixing or processing with other materials shall be carried out exclusively on our behalf, so that we shall become co-owners of the new item on a pro rata basis. A connection with other movable objects which are to be regarded as main objects may only be made with our express written consent. The supplier is liable to us for loss or damage to our property.

3. The supplier may only offset or assert rights of retention against our claims with undisputed or legally established or recognised claims. The assignment of claims of the supplier against us to third parties is excluded, unless we have expressly given our consent in writing in this respect.

4. In the event that products (raw material etc.) are supplied by us, the supplier undertakes to take all necessary precautions to store our products individually and separately. In particular, labelling shall be carried out by affixing labels or property signs in our name.

5. No products delivered by us are to be retained by the supplier or may be acquired by a creditor of the supplier. At our request, the supplier shall at all times return the delivered items to us in perfect condition within eight (8) days.

6. Unless expressly agreed otherwise and without prejudice to the foregoing provisions, the supplier shall assume the risks of products and equipment shipped to it and which arise on its premises, as well as all risks arising from their use. The supplier shall bear the costs incurred in the event of loss and/or destruction of the products or equipment.

VI. NOTICE OF LACK OF CONFORMITY UND WARRANTY

1. The supplier shall be liable for its performance without limitation in accordance with the law, and otherwise in accordance with the following provisions: The supplier shall render its performance free of defects so that it possesses the contractually warranted characteristics and is not afflicted with defects which nullify or reduce its value or its suitability for the usual use or the use assumed by us when the order was placed.

2. We shall be entitled to the statutory claims based on defects in the delivery/service in full; in any case, we shall be entitled to demand that the supplier rectify the defect or deliver a new item at our discretion. Should the supplier allow a reasonable period of time granted to it to elapse without having carried out the rectification or having delivered defect-free goods, we may rectify the defect ourselves or have it rectified by a third party at the expense of the contractor. Furthermore, we are entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger or other special urgency; in the case of other special urgency without imminent danger, however, the supplier must be notified by us in advance. The statutory provisions on the remaining dispensability of setting a deadline shall remain unaffected.

3. The supplier guarantees that it will carry out an outgoing goods inspection with regard to the delivery/service in each case. Our incoming goods inspection is limited to checking identity, quantity and obvious defects, such as transport damage. Our notification of defects which are recognisable during the aforementioned proper inspection of the goods after delivery are to be made within 10 days of receipt of the goods. Any other defects are to be reported by us within one month after their discovery in the regular course of business.

4. Warranty is 36 months from the date of transfer of risk. The validity of longer statutory periods remains unaffected.

5. The supplier shall indemnify us against all claims made by third parties, irrespective of the basis of the claim, alleging that our product is defective, insofar as the cause of the defect lies within the sphere of organisation and influence of the supplier. In cases of no-fault liability, however, this shall not apply if the supplier proves that it is not responsible for the product defect. In this context, the supplier shall also be obliged to reimburse us for any expenses pursuant to Articles 683, 670 of the German Civil Code (BGB) and Articles 630, 640, 426 BGB arising from or in connection with a recall action to be carried out on our part. As far as is possible and reasonable, we will inform the supplier of the content and scope of a recall measure that is to be carried out and give the supplier the opportunity to submit a statement. Similarly, the supplier undertakes to reimburse us for the costs of any legal action in this connection.

6. The supplier guarantees the subsequent delivery of spare parts or modules for 10 years from the date of delivery.

VII. COPYRIGHT

1. The supplier warrants that the delivery or service does not infringe upon the industrial property rights and copyrights of third parties. The supplier shall allow us to use the delivery, including any repairs, modifications or additions to the delivered items, both domestically and abroad, and shall indemnify us against all third-party claims in this respect.

2. We are authorised to obtain permission for the use of the delivery items and services concerned from the entitled party at the supplier’s expense.

VIII. COMPLIANCE WITH THE REGULATIONS

1. Health, Safety and Environment – Simply by accepting the order, the supplier guarantees that the delivery will be equipped with all the permitted safety systems. In addition, the supplier itself must propose additional security systems with which its deliveries can be equipped. In all cases where the order includes services on our premises, the supplier shall in due course take the necessary measures to comply with statutory and lawful provisions and internal regulations relating to health, safety and the environment. In this respect, the supplier shall contact the person responsible for safety on our premises before any work is undertaken on our premises by personnel or companies acting on its behalf, and shall be instructed in the safety regulations on-site. The supplier must ensure that everyone is aware of the safety regulations. We reserve the right to require compliance with OHSAS 18001 (safety) and ISO 14001 (environmental) standards. In the event of breach of compliance with the safety regulations, we reserve the right to immediately withdraw from the contract without any compensation to the supplier and/or its subcontractor. Furthermore, non-compliance with the safety regulations must be remedied by the supplier within five days after prior notification of the violation.

2. Compliance with International Standards – It is the supplier’s responsibility to comply with international laws, standards and regulations relating to the environment, health, safety, employment, the work of minors, illegal employment, discrimination and human rights. We reserve the right to have inspections carried out at any time on the premises of the supplier and/or its subcontractors. The supplier guarantees that it has all the necessary permits to conduct the business. The supplier undertakes to submit these approvals and to provide a copy if we so request. The supplier shall ensure that the applicable legal provisions of the countries to which the delivery is made are complied with. The supplier shall comply with the regulations of the European Community Regulation “REACH” (EC 1907/2006) on chemicals and their safe use. In particular, the supplier shall, if necessary, register any substances contained in accordance with the REACH Regulation. This registration shall be made taking into account the use of the substances by the person ordering. The supplier undertakes to provide the person ordering or an authorised representative with a quarterly update of the REACH data.

The supplier guarantees that the delivery does not contain any CMR substances (carcinogenic, mutagenic, toxic for reproduction) of category 1A and 1B as defined in the REACH Regulation.

IX. ANTI-BRIBERY CLAUSE

1. The supplier (which for the purposes of this clause includes all employees, contractors, agents and affiliates of the supplier and any persons performing services on behalf of the supplier) and the buyer agree that no bribes or attempted bribes (which shall include, but not be limited to, any payments, gifts and other gratuities, rewards or benefits (whether monetary or otherwise)) will be made to the buyer, public or government officials or employees, public international organisations, political parties, private individuals and other entities (“Relevant Parties”).

2. The supplier declares and guarantees that it has not made any bribes or attempted to bribe any relevant parties to obtain orders from the buyer, whether in connection with the contract or otherwise, up to the date of the contract.

3. On behalf of all its employees, contractors, agents and affiliates and any persons performing services on behalf of the supplier, the supplier acknowledges and declares that the supplier is aware of and complies with the anti-bribery and anti-money laundering laws of all countries in which the company exists or has an establishment or conducts business.

4. The supplier declares that it will not take or knowingly permit any action that could result in the buyer breaking any applicable anti-bribery and anti-money laundering laws.

5. The supplier declares that its bookkeeping, records and accounts accurately record all payments made in connection with the supplier’s transactions, whether under this contract or elsewhere. The buyer (and the buyer’s authorised representatives) shall have the right to inspect and audit the supplier’s bookkeeping, records and accounts at any time upon prior written notice.

6. The supplier refuses to pay remunerations to third parties if these remunerations are not for a service actually rendered and in an appropriate amount, and are not properly entered in the accounts.

7. The supplier shall ensure that subcontractors or other persons engaged to perform work, services and supplies in the performance of the supplier’s contractual obligations to the buyer shall only perform such work, services and supplies if a written contract is present which requires and ensures the same obligations with regard to anti-corruption, anti-bribery, anti-smuggling and similar conduct, activities and business practices.

8. Should the supplier discover that the requirements of this clause have been or may have been breached, it must notify the buyer immediately and assist the buyer in investigating the matter.

9. Without prejudice to the overall validity of the foregoing clauses, the supplier agrees with the buyer that anti-bribery policies and procedures necessary to effectively prevent bribery and attempted bribery in the name of the supplier shall be established and implemented and shall remain in force at all times.

10. The supplier agrees that, in addition to the rights of termination set out elsewhere in this contract, the buyer shall have the right to terminate this contract immediately should the supplier breach this clause.

11 The buyer has no obligation to make payments to the supplier that the buyer would otherwise have owed should such payments relate to a transaction in respect of which the supplier has breached this clause. This is without prejudice to the buyer’s right to compensation specified elsewhere in the contract.

X. MISCELLANEOUS

1. The supplier is not entitled to have the order or essential parts thereof executed by third parties without our written consent.

2. The place of performance is the agreed place of receipt.

3. The exclusive place of jurisdiction shall be the registered office of the Contract Awarder.

4. These Terms and Conditions as well as the contract underlying these Terms and Conditions shall be governed by the laws of the Federal Republic of Germany. The United Nations Convention or Contracts for the International Sale of Goods (CISG) shall not apply.

5. Should one or more of the provisions listed be or become invalid, this shall not affect the remaining provisions. Both contracting parties are obliged to close any loopholes by a provision which corresponds to the economic purpose of the invalid provision.

STATUS OF THE TERMS AND CONDITIONS OF PURCHASE: OCTOBER 2016
SL Packaging GmbH/THE MANAGEMENT BOARD