Karl Verpackungen GmbH

I. Scope

1. Our supplies, services and quotations base exclusively on these general terms and conditions.  They shall also apply to all future business relations even if not expressly agreed again.  They will be considered agreed upon acceptance of the goods or services at the latest.  Any counter-confirmation by buyer referring to his general terms and conditions are herby objected.
2. German law shall exclusively govern all business relations with clients in other countries.

II. Quotation and Acceptance

1. Our quotations are subject to confirmation and non-binding. Declarations of acceptance and all purchase orders require our written confirmation or confirmation by e-mail or fax in order to be valid unless there is direct supply and invoicing respectively.  Amendments, changes or collateral agreements shall also be subject to written confirmation.
2. Any subsequent amendment of purchase orders - the reasons of which to be attributed to client - shall entitle us to make relevant changes of the contract terms affected by such amendments. 
   
3. If pursuant to Sect. 321 of German Civil Code, we become aware of any deterioration of assets through which our right to consideration will be jeopardized, we can refuse supply/service to be rendered by us until such consideration has been effected or relevant security provided.  We reserve the right to rescind from contract if client refuses to eliminate contemporaneously the jeopardy of the contract purpose caused by said deterioration of assets and by providing security within a reasonable period. Any costs incurred up to that time will be charged and become due immediately. 
   

III. Prices

1. Our quoted prices base on the estimates available on the time of quotation submission. If costs of personnel, material and other relevant items change by the time of delivery, the parties agree to re-negotiate the prices. Our prices are EURO net prices excluding the applicable rate of value added tax.  
   
2. If goods are invoiced by weight, the gross weight will be charged.
3. Any costs of drafts, blocks, printing plates, plate cylinders etc. will be charged separately on a pro rate basis. Client shall also bear all costs incurred as a result of subsequent changes requested by client.

IV. Industrial property rights

1. The printing materials, such as drafts, drawings, blocks, films, plate cylinders and printing plates made available by us shall remain our property even if client on a pro rate basis has paid costs.
2. Client shall remain solely responsible for examining of the right of reproduction. The same shall apply to the copyright of documents supplied by him. Accordingly, client shall indemnify and hold us harmless from and against   any claim by a third party. We are obliged to inform client on any proprietary rights that may be violated by reproduction.

V. Delivery

1. Deliveries will be made for the account and at the risk of client.
2. An agreed delivery period shall commence on the date client’s final release for printing and production has been received.
3. If changes are made subsequently, we shall no longer be bound the originally confirmed delivery period. If necessary, a different delivery date will be confirmed.
4. Any delays in delivery and services due to reasons of force majeur and events impeding us substantially in performance or render the same impossible – including subsequently arisen difficulties in material sourcing, operational breakdowns, strike, lockouts, shortage of personnel, lack of means of transport, official orders etc. also if they occur with our suppliers or their sub-suppliers - shall not be attributed to us even if binding delivery periods and dates have been agreed. In such case we shall be entitled to postpone the delivery or service by the duration of the hindrance plus a reasonable running-in period or rescind wholly or partially from the contract for the parts not yet fulfilled.
5. In case of late delivery by us client may only rescind from contract if prior to that, he has granted a grace period by registered mail. Claiming damages for late delivery shall be expressly excluded.
6. Purchase orders on call must be accepted within six months. Any quantities not yet taken after expiry of this period will be delivered and charged following notification.

VI. Packaging and shipping

1. We shall be liable for proper and customary packaging and will do the shipping with reasonable care.

VII. Tolerances

1. Weight differences:
   Deviations of the grammage depend on the weights given in the terms of delivery of the products of the materials used.
   If not otherwise stipulated, the following shall apply: 
   for plastic material +/- 15%
2. Size differences
   The following size differences shall be considered proper delivery and cannot be objected:
   for plastic material +/- 5%
3. Quantity variations
   For all products, we reserve the right of over-delivery or under-delivery of up to 10% of the ordered quantity invoicing the actual quantity delivered. This percentage will increase to 20%
   a) when sold by quantity: for quantities up to 50,000 pieces;
   b) when sold by weight: for weights up 500 kg.

VIII. Printing

1. For printing, we use commercially available printing inks. In case of special requirements, such as light fastness, alkali resistance, abrasion resistance, client shall specify the same in writing when the placing the order. 
   The right to supply products with minor deviations in colour must be reserved. They do not entitle client to refuse acceptance of goods or reduce the price.  Trial prints prior to printing will only be submitted if requested so by client or if we consider it necessary. If a trial print has been released for printing, client shall be liable for any remaining printing errors.
   On-press proof prints will be charged separately at actual.
2. We do not guarantee for any migration of plasticizers or similar migration phenomena and relevant consequences.  For the goods to be packed client shall expressly inform about the safety requirements under the law relating to food and drugs. This must be done in writing. If client fails to do so, we will accept no liability.
3. When coding and/numbering is required, the graphic design including coding shall be discussed between the parties for technical feasibility. Client shall take the responsibility for correct code arrangement and placement. No guarantee will be given for coding samples made available. Because of the tolerances of paper, printing inks and readers, no guarantee can be given for equal suitability of different runs.  
   Client shall inspect incoming test deliveries, preliminary, partial or total productions immediately and complaints rose if necessary.  No guarantee will be give for the readability of the coding on flexible material.

IX. Material and manufacture

1. In absence of any special instructions by client the products will be made using materials customary within the industry and according to manufacturing techniques know to us. If special properties are required in terms of use, filling material or similar, client shall expressly inform in writing and make relevant arrangements. This shall apply in particular to statutory requirements.

X. Retention of title

1. The goods delivered shall remain our property until settlement in full of all present and future claims. 
   If invoices from current deliveries are paid by means of bills or cheques, the title of the goods shall remain with us until the same have been honoured.   If need be, we reserve securities being equivalent to the value of the claims to be secured. We undertake to release the relevant securities being due to us to the extent their value exceeds the claim to be secured by more than 10%.
2. Client shall be entitled to dispose of the goods within the scope of the orderly conduct of affairs, to process and sell the same in particular. If the goods delivered are resold prior to final payment, the purchase price receivable shall be assigned to us now. Any processing, mixing or conversion shall be considered done on our behalf so that the co-ownership thus created is due to us.
3. Exceptional dispositions, such as pledging, chattel mortgage etc. shall be subject to our approval. Client shall immediately notify access by any third party to the goods being under reservation of title.

XI. Claims based on defects

1. We guarantee for the contractual quality of the paper and plastic packing material.
2. Notices of defect shall be submitted forthwith not later than one week after arrival of goods at the place of destination. Any claims for so-called hidden defects can only be raised within a period of six weeks from the delivery date.
3. Any defect of the delivered goods shall entitle the client to request elimination of defect within a reasonable period.  Such elimination may be, at our discretion, either by nework or by free replacement of the goods. Defective goods shall be returned to us. We shall be given the opportunity to check objected goods at site.  If we are unable to re-work or replace, client shall have the right to reduce or rescind.  Client may withdraw from contract if we delay defect elimination.
4. No claims will be accepted if client has stored goods improperly.
5. Claims for damages due to defects will only be accepted up to the amount of the value of goods. Any further claims for damages and liability for indirect damage (e.g. lost profit, purchase of goods in replacement) shall be excluded unless wilful or negligent acts by our side can be proved.
6. When making paper or plastic packing material a relatively small amount of faulty material cannot be avoided for technological reasons. A faulty proportion of up to 2 % of the total quantity is considered proper delivery. Defects in part of a delivery shall not entitle client to reject the entire delivery if quality and off-spec goods can be separated by reasonable means.
7. For claims due to absence of guaranteed properties the same liability as for claims based on defects shall apply.

XII. Payment

1. Invoices shall be paid within 30 days after receipt without deduction. A 2 % discount will be granted for payment or crediting of the invoice amount within a period of 14 days.
2. In case of default, we shall be entitled, with no prejudice to any other remedies, to charge default interests of 2 % above the applicable discount rate of Deutsche Bundesbank.
3. Bills of exchange and cheques will be accepted on account of performance only. Payment by bills shall be subject to separate agreement. Interests and costs of discounting or collection of bills and cheques shall be born by client and paid forthwith.
4. Non-observance of payment terms due to circumstances based on a substantial deterioration of the client’s financial conditions becoming known to us after the contract was signed shall result in the immediate payment of all accounts receivable, also in case of respite. If, in such case, bills have not yet been honoured, we shall nevertheless be entitled to receive immediate payment.

XIII. Retention period

1. We, based on the relevant last order, for a period of three years, shall store printing records (slides, final artwork, films, matrixes, etchings and printing blocks). This shall also apply for paid documents. After that period, we shall have the right to destroy all these documents without substitution.

XIV. Transport-, warehouse and treatment advices

1. We are suggesting following treatment measures of the foil material deliveries made by us:
   
   1. storage at 18°C up to 25°C
   2. relative humindity of about 55% +/- 5%
2. Even if still originally packed, our deliveries must never be exposed to any sun and/or UV rays as well as never to be stored close to heating appliances.
3. Transport and warehouse temperatures below -5°C should be avoided in any case. Whenever our foil material cannot be prevented from such low storage temperatures, we deem it as essential that these materials need to be stored right at the manufacturing place for at least 24 hours, however, during the cold season for at least 48 hours before further handling. Too long-term storage periods, especially at elevated temperatures, may lead to deterioration of the facing. Such negative impact as well as insolation may cause damages and downgrade the quality characteristics of the foil material.
4. The customer himself will assume responsibility for implied warranty of suitability at the date of manufacturing according to appropriate terms. At request we can provide our customers with data sheets (acc. DIN) indicating technical parameters.

XV. Change of the inherent basis of contract

1. In events essentially changing wholly or partially the inherent basis of the contract of sale, whether they influence our suppliers or us the parties shall adjust the contract wholly or partially to the new circumstances by mutual agreement excluding any claim for damages. If parties fail to agree, they shall apply to the competent chamber of industry and commerce before taking any legal action.

XV. Place of performance, jurisdiction

1. Place of jurisdiction and performance of supplies, services and payment shall be Gera.