GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

OF SULO UMWELTTECHNIK GMBH, SULO EMBALLAGEN GMBH, ENVICOMP SYSTEMLOGISTIK GMBH & CO. KG

1. Our deliveries, services and offers are provided solely and exclusively on the basis of these Terms and Conditions, which also apply to any and all future contract conclusions regardless of whether they have been expressly agreed once again. These Terms and Conditions shall be deemed accepted at the latest upon the acceptance of the merchandise or service. Contrary terms and conditions of our contract partner — in particular of his terms and conditions of purchasing — shall not apply, regardless of whether we have expressly raised objection to their application.
2. All offers are non-binding. The contract shall not be deemed concluded until we have issued a written confirmation, including fax / e-mail.
3. Unless otherwise expressly agreed, our prices are shown by unit or other unit measurements, excluding packaging, freight, insurance, etc., ex production site or dispatching warehouse or delivery EXW. Our prices are effective from the day of the submission of the offer — or alternatively from the day of issue of our order confirmation — until the expiration of the time period shown in the offer. If the merchandise is delivered at a later time, we reserve the right to adjust the share of the price dependent on raw materials and thus the unit price in accordance with any changes in the ICIS index for HDPE (high-density polyethylene) or in the specific MEPS index in the case of delivery of steel products during the period from date of offer to date of delivery. Unless fixed prices have been expressly agreed, orders will be billed at the prices applicable on the day of the delivery. The Supplier will upon request provide the relevant index data.
4. Variances in appearance, weight, dimensions or colours usual in the trade do not justify complaint regarding the consignment under any circumstances. Any liability for colour stability in plastics is excluded. We are entitled to make overdelivery or underdelivery of 15% against billing or credit note, respectively, for exclusive parts. If we procure special raw materials (e.g. paints, steels) and / or accessory parts related to the order for production purposes, the Customer is obligated to accept delivery of and pay for any excess quantities which remain unused after completion of production unless we are accountable for the excess quantities.
5. The Customer is not entitled to assign to third parties his claims resulting from the contract which has been concluded with us without our written consent.
6. Unless otherwise agreed, consignments are shipped unpackaged (in bulk) no later than 2 weeks after production of the order. We are entitled to make partial deliveries.
7. We reserve the right to exceed delivery periods by up to 2 weeks. The delivery period will be extended by a reasonable amount in the event of delays caused by force majeure. If events of force majeure or the equivalent, strikes, lock-outs, war, war-like events, local export and import prohibitions, transport blocks and other circumstances beyond our control substantially change the commercial significance or the receipt of the delivery or service or have a substantial effect on the Supplier’s operation, the contract will be adjusted accordingly. If an adjustment is commercially not reasonable, the Supplier has the right to withdraw from the contract. If and when he wishes to exercise this right of withdrawal, he shall notify the Customer immediately upon becoming aware of the scope of the event, even if an extension of the delivery period has already been agreed with the Customer. The Customer’s assertion of claims for damage compensation, substitute delivery and withdrawal from the contract is excluded in the event of delays in or impossibility of performance as a consequence of circumstances for which we are not accountable. The above provision also applies mutatis mutandis to the stipulation of non-binding delivery dates.
8. Merchandise always travels at the recipient’s risk, even if consignments are delivered freight paid. This provision also applies to delivery using our vehicles. In the absence of instructions from the Customer, selection of the means of shipment will be at our discretion. If the Customer provides his own transport vehicles, we are entitled to charge a lump sum for handling in the amount of €220.00 plus applicable VAT, currently 19%.
9. The Customer shall examine delivered consignments immediately to determine completeness and freedom from defects. Notification of defects shall be submitted in writing without delay, but no later than upon the expiration of 5 workdays, calculated from the receipt of the merchandise. Liability for corrosion damage during or after storage of the consignment is excluded. Claims to subsequent performance shall be limited to the right to remedy of the defects or to delivery of a defect-free product, subject to our discretion. We are also entitled to issue a credit note for invoice amounts and to withdraw from the contract if and when subsequent performance is not possible by means which can reasonably be expected of us. If and when the subsequent performance (new delivery or remedy of the defect) is also defective, the Buyer may withdraw from the contract or reduce the purchase price. Defective partial deliveries do not entitle the Customer to assert any rights concerning the remainder of the order. The warranty period commences upon the statutory transfer of risk and runs for 12 months.
10. Any more extensive claims on the part of the Customer, in particular a claim for compensation of damage which has not occurred to the merchandise itself, are excluded. The above exclusion of liability does not apply in cases of wilful intent or gross negligence. Any claim for compensation of strictly pecuniary loss — such as that resulting from operational standstill — or lost profit is restricted and limited to the damage or loss typical of the transaction and by the general principles of good faith, e.g. in case of a disproportionate difference between the price and the amount of the loss or damage. The exclusion of liability also does not apply in cases in which we are liable pursuant to the German Product Liability Act for material damage caused to privately used property as a result of defects in the delivered merchandise. The exclusion also does not apply in cases in which characteristics which we have expressly warranted are lacking, if and when the warranty served the purpose of securing the Customer against damage which did not occur to the merchandise itself. Furthermore, this exclusion of liability does not apply to damage compensation claims due to injury to life, body or health arising from a negligent breach of obligation by our legal representatives or vicarious agents. The Customer bears sole responsibility for the suitability and fitness for purpose of the packaging units we offer and he has ordered.
11. Our delivery will be billed in euros. Payment shall be made in money without any deductions within 14 days of the invoice date. We will accept bills of exchange and cheques only if we have agreed to do so, subject to final redemption or crediting to our account. Any and all discount and other charges which we incur as a consequence of the acceptance of bills of exchange or cheques shall be borne by the Customer.
12. In the event of the Customer’s failure to comply with the terms and conditions of payment agreed with us, or if and when circumstances which raise doubts about the Customer’s creditworthiness and the enforceability of our payment claims become known after the conclusion of the contract, we are entitled to declare any and all receivables from the business relationship to be due and payable immediately. Moreover, we are entitled to request advance payment for any deliveries which have not been made and, if due payments are not made, to withdraw from the contract after a reasonable period and to demand damage compensation on grounds of non-performance.
13. The Customer may set off our claims solely against claims which are undisputed or which have been finally determined by a court of law.
14. The Supplier retains title of ownership to the delivered merchandise until any and all of the Supplier’s claims, regardless of the legal reason, have been paid, including future or contingent claims and claims based on contracts concluded simultaneously or at a later time (reserved goods). The above provision also applies if and when payments have been effected for specifically designated claims. The processing and working of the reserved goods shall be undertaken on behalf of the Supplier as the manufacturer within the sense of Section 950 BGB (German Civil Code). The processed product shall be regarded as reserved goods within the sense of the above provisions. If the Customer processes, combines and mixes the reserved goods with other goods, the Supplier will be entitled to co-ownership of the new object in the ratio of the invoice value of the reserved goods to the invoice value of the other processed goods. If and when the Supplier’s title of ownership expires owing to combination or mixing, the Customer assigns, here and now, to the Supplier the ownership rights to the new goods or object to which the former is entitled in the scope of the invoice value of the reserved goods and will safeguard them for the Supplier at no charge. The resulting co-ownership rights shall be deemed reserved goods.
    
    The Customer’s receivables resulting from the further sale or leasing of the reserved goods are assigned here and now to the Supplier. Furthermore, the Customer assigns to the Supplier the expectant rights to the reserved goods as security. Receivables or expectant rights assigned pursuant to these provisions serve as security to the same extent as the reserved goods themselves. The Supplier accepts the assignment here and now. If the goods are sold or leased in conjunction with other goods which were not provided by the Supplier, the assignment of the receivable from the resale/lease shall apply solely in the amount of the resale or lease value of the sold or leased reserved goods in the specific case. In the event of sale or lease of goods to which the Supplier has a title of co-ownership, the assignment of the receivable shall apply solely in the amount of his share of co-ownership. The Customer is authorised to further sale or further leasing of the reserved goods solely under these conditions and solely in the orderly course of business, but not in the case of delivery for the Customer’s own use and not in the event of suspension of payments. Upon request of the Supplier, which may be made at any time, the Customer shall reveal to the former the names of the debtors of the assigned receivables and disclose to the debtors the reserved title of ownership and assignment. Otherwise, any and every further sale shall be subject to the Supplier’s prior written consent. The above provision shall also apply to materials which have been assigned to the Supplier by way of security.
15. Drafts, drawings and tools (including pressure screens) which we have prepared may be used for production solely and exclusively by us or by third parties we have engaged to produce for us. The Customer will be billed the agreed, alternatively the usual, costs for tools which are manufactured for the performance of a Customer's orders, whether by us or by a third party at our request. The Customer warrants that the manufacture and delivery of items manufactured in accordance with his instructions do not infringe upon third-party intellectual property rights. He shall indemnify and hold us harmless from and against any such claims upon our first request. Moulds, templates and other equipment remain our property.
16. The Customer will receive a simple licence entitling him to use the software we have provided. The software we have provided may not be made available to third parties nor may any sub-licences be granted without our consent is prohibited. Processing and reproduction of any software we have provided is permitted solely in accordance with Sections 69 c) et seqq. German Copyright Act (Urheberrechtsgesetz). We must be notified of any permissible modifications or reproductions. Any breach of the above obligation entitles us to assert claims to cease and desist and to damage compensation.
17. Should one or more of the above terms and conditions be, or become, invalid, the validity of our terms and conditions of business as a whole shall not be affected.
    
    Place of performance and sole and exclusive venue is Herford. German law is the sole proper law, excluding application of the United Nations Convention on the International Sale of Goods (CISG) of 11/04/1980 and subsequent agreements.