General Terms of Delivery of HSL Verpackungen GmbH

§ 1

General – scope of application
  1. Only our GTD apply. Any provisions conflicting with our GTD or conditions of a contracting party which deviate from our GTD are not recognised unless we have expressly agreed to them in writing. Our GTD apply also if we unconditionally complete deliveries knowing conditions that conflict with or deviate from our GTD.
  2. All agreements concluded between ourselves and the business partner regarding the contract are included in this contract. Any amendments and additions have to be made in writing.

§ 2

Offers – offering materials
  1. We reserve to accept offers of any kind within two weeks. Orders are to be acknowledged within two weeks.
  2. We reserve all proprietary rights and copyrights to images, depictions, calculations and other documents. This applies also to such written documents that are characterized as “confidential”. These may not be made accessible to third parties by the customer without our explicit written consent.
  3. The buyer takes exclusive responsibility and liability that trademarks, styles of goods, characters ordered by himself do not infringe any third party's rights. Drafts, finished artwork and clichés are charged additionally at cost prices. They remain in our possession as long as they have been handed over to manufacturing by ourselves. For each printing ink a rubber printing plate is necessary that is removed from 3 mm etching. The printed text should be thoroughly verified by the buyer. Requests for revision should be reported immediately.

§ 3

Prices – payment conditions
  1. Unless otherwise provided in the confirmation of order our prices „ex works“ apply. In case of calculation per kilo the weight shall apply gross for net for deliveries and bills. This applies in particular to rolled products in which sleeves and packing material cannot be removed.
  2. Statutory value added tax is not included in the prices; it shall be stated separately on the invoice in statutory amount on the date of issue of invoice.
  3. A deduction for cash discount is permitted only if this has been particularly been expressly agreed on with us in writing.
  4. Unless otherwise provided in the confirmation of order, the purchase price plus VAT net shall be due within 30 days of the date of invoice.
  5. The customer is only entitled to set-off when his counter-claims have been legally established, are undisputed, or have been recognized by us.

§ 4

Delivery time
  1. The time of delivery specified by us implies that all technical questions have been clarified. The delivery dates stated by us shall not be fixed dates, unless this has been expressly assured. The delivery time shall be calculated from the date of the order confirmation until dispatch from the factory. The date of bill of lading the decisive.
  2. The fulfilment of our delivery conditions is subject to the prompt and orderly fulfilment of the obligations on the customer. The defence of non-performance is reserved.
  3. If the customer is in arrears in acceptance or if he culpably transgresses other obligations to provide assistance, then we are entitled to demand compensation for the resulting damages, including any additional expenditure. Other claims are reserved.
  4. In so far as the preconditions of subsection (3) exist, the risk of an accidental loss or the accidental deterioration of the purchased goods shall pass to the customer at the moment in which the latter is in default of acceptance or of payment.
  5. We assume liability according to statutory regulations if the delayed delivery on our part is occasioned intentionally or through gross negligence by us. To the extent that the delayed delivery is not occasioned by an intentional breach of contract for which we are responsible, our liability is limited to the foreseeable and usually occurring damages.

§ 5

Transfer of risks – packing costs
  1. Unless otherwise provided in the confirmation of order, delivery "ex works" has been agreed.
  2. If desired by the customer we take out transport insurance policy for any shipment. The costs associated with this will be borne by the customer.

§ 6

Liability for defects
  1. Claims for defects by the customer provide that the customer has his inspection and reproof obligations according to § 377 HGB (Commercial Code) properly.
  2. Over- and under-deliveries in the amount of no more than 10 per cent, for orders of less than 500 kg no more than 20 per cent are deliveries in compliance with the contract. For orders for printed materials the quantity tolerances of plus/minus 20 per cent apply. The width and length tolerances amount to plus/minus 5 per cent, however at least 10 mm. For thicknesses and weight fluctuations general and usual tolerances according GKV are applicable. Slight colour deviations and lack of opacity are characteristic features of purchased goods in accordance with the contract. In case of production of bags, printing works and similar products a relatively low number of faulty goods is technically unavoidable and a percentage of up to 3 per cent of the total quantity is the delivery in compliance with the contract.
  3. If a defect is present in the purchased goods, the customer can, as preferred, demand compensation in the form of removal of the defect (against in return of the goods delivered) or the delivery of a new, defect-free object.
  4. If the remedy is unsuccessful, the customer shall at his own discretion be entitled to demand withdrawal or reduction of the price and damages.
  5. We are liable according to legal provisions if the customer successfully asserts a claim for damages that are due to criminal intent or gross negligence, including intent and gross negligence on the part of the legal representatives and vicarious agents. As far as we are not accused of wilful breach of contract, our liability for claims for damages is limited to the foreseeable, typically occurring damage.
  6. We shall be liable in accordance with the statutory provisions in the event of our culpably committing a fundamental breach of contract. In such case, however, liability for damages shall be limited to the foreseeable damage that typically occurs.
  7. The HSL does not grant any warranty for possible material defects for the sale of used devices and machines unless the defect was maliciously concealed or the expressed warranty has been given as to the quality of the goods. Further liability claims are excluded. The period of limitation for warranty claims is 12 months, beginning with the transfer of risk.

§ 7

Total liability
  1. Any more extensive liability for compensation than that specified in §6 shall be excluded, irrespective of the legal nature of the claim being made. This applies in particular for claims for damages arising from breaches of duty in the conclusion of the contract, on account of other breaches of duty or for material damages on account of claims in tort in accordance with § 823 BGB.
  2. Limitation according to clause (1) also applies as far as the customer instead of a claim for damages demands reimbursement of useless expenditure instead of performance.
  3. As far as the liability for compensation against us is excluded or restricted, this shall be valid as well with respect to the personal liability for compensations for damages of our employees, representatives and vicarious agents.

§ 8

Security of the Reservation of Title
  1. Title to the purchased goods shall be retained by us until all payments arising from the delivery contract have been received. In case of breach of contract by the customer, in particular in case of default of payment, we are entitled to take back the purchased goods. In the withdrawal of the goods by us also lies a withdrawal from the contract. Upon taking back the goods we are entitled to reutilise them, after the deduction of reasonable utilisation costs the remaining utilisation proceeds are charged as obligations for the client.
  2. The customer is obliged to treat the purchased goods carefully; he is obliged, in particular, to insure them against fire, water and robbery up to the sufficient reinstatement value at his own expense. If maintenance and inspection work is necessary, the customer must conduct such work in due time at his own cost.
  3. In the event of seizure or any other third party interventions, the customer must immediately notify us in writing, so that we can file a complaint in accordance with § 771 ZPO. As far as such third party is unable to reimburse us the court and out-of-court costs of a lawsuit according to § 771 ZPO, the customer is liable for the loss occurred to us.
  4. The customer is entitled to resell the purchased goods in ordinary business transactions; however, he is assigning any receivables in the amount of the final invoice amount (including VAT) constituting our claim that result from the onward sale to the buyer's customers or third parties regardless of whether the purchased goods have been resold without or following processing. The customer retains the right to recover his claim even after assignment. Our entitlement to collect the receivable ourselves remains unaffected hereof. We, however, undertake not to collect the claim, as long as the customer does meet his obligations for payment resulting from the sales revenues, he does not get into arrears with payment and in particular does not make application to start composition or insolvency proceedings or ceases to make payments. Should this be the case, however, we may demand that the customer discloses to us the assigned claims and their debtors, that he furnishes all necessary information which is necessary for the collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
  5. The processing or modification of the purchased goods by the customer will always be carried out on our behalf. If the purchased goods are processed with other objects not belonging to us, we acquire the joint ownership of the new resulting goods in proportion to the value of the delivery items (final invoice amount including VAT) to the other processed items at the time of processing. Apart from this the same shall apply for the item resulting through processing as for the items delivered under reserve.
  6. If the purchased goods are indivisibly mixed with other objects not belonging to us, we shall acquire part ownership of the new object in the same ratio as the value of purchased goods (final invoice amount including VAT) to the value of other mixed objects at the time of mixing. If the process is carried out in such a way that the customer's article can be regarded as a main product, it is hereby agreed that the customer shall transfer co-ownership to us. The customer shall retain the sole ownership or co-ownership thus arising in safe custody for us.
  7. To secure our claims against him, the customer assigns to us also such claims which arise against third parties due to the connection of purchased goods with a real estate.
  8. We commit to release the securities we are entitled to upon the customer's request in so far as the value of our securities exceeds the claims to be secured by more than 10 per cent; we shall be responsible for selecting which securities to release.

§ 9

Place of Jurisdiction - Place of Fulfilment
  1. The place of jurisdiction is our place of business, at present time Aachen.
  2. The applicable law shall be exclusively the law of the Federal Republic of Germany. Unless otherwise provided in the confirmation of order our place of business is also the place of fulfilment.