General Terms and Conditions of Purchase

Murtfeldt Kunststoffe GmbH & Co. KG

1. Scope

These Terms and Conditions of Purchase apply to all business transactions with the supplier or other contractors (hereafter referred to as “supplier”), even if they are not mentioned in subsequent contracts. They apply exclusively, including where the supplier refers to their own terms and conditions, in particular when accepting the order or in the order confirmation, unless these have been expressly agreed to in writing. We do not recognise any general terms and conditions of purchase that contradict or deviate from our own, unless we have expressly agreed to them in writing.

These Terms and Conditions of Purchase only apply to companies as defined in Section 310 (1) BGB.

2. Orders and order documents

An order is not regarded as placed until it has been put in writing and signed by us. Orders placed verbally or over the phone are only binding for us if we have confirmed them by subsequently sending a written order document. Drawings, including tolerance specifications, provided by us as part of a specific order are binding. By accepting the order, the supplier recognises that they have viewed the existing plans and have ascertained the nature and scope of the work involved. We are not liable for obvious errors, spelling mistakes and miscalculations in the documents, drawings and plans presented by us. The supplier is obliged to inform us of any such errors so that our order can be corrected and reissued. This also applies to missing documents and drawings.

Order acceptances are to be confirmed to us by signing the copy of the order within two weeks of the order date, whereby this confirmation must be received by us within the said period. We are otherwise entitled to cancel the order. Deviation in quantity and quality compared to the text and content of our order, and subsequent amendments to the contract, are only deemed as agreed if we have expressly confirmed them in writing.

Drawings, tools, samples, models, branding and packaging, or similar, as well as finished and semi-finished products provided by us or manufactured on our behalf remain our property and may only be supplied or passed on to third parties with our express written permission. Unless otherwise agreed to in individual cases, these must be returned to us immediately upon completion of the order without this being specifically requested. Products manufactured using or featuring such tooling, branding and packaging may only be supplied to third parties with our express written permission.

3. Delivery dates

The agreed delivery period and dates are binding. They are valid from the date the order is placed. The goods must be received at the reception point specified by us within the delivery period or by the delivery date. If delays are anticipated, the supplier must inform us immediately and obtain our decision on whether to continue with the order.

If the supplier is delayed, we are entitled to impose a contractual penalty amounting to 0.5 % of the net order value per commenced week, up to a maximum of 5 % of the net order value or the delivery, in addition to contractual fulfilment. The contractual penalty incurred will be set off against any claim for damages.

We are not obliged to accept the goods before the end of the delivery period.

4. Delivery and packaging

Delivery is made at the cost of the supplier, without charges, to the reception point specified by us. If, in exceptional cases, we are to bear the transport costs, the supplier must select the mode of transport we have specified, or otherwise the mode of transport and delivery type financially favourable to us.

Risk only transfers to us upon acceptance at our reception point.

Packaging is included in the price. If, by way of exception, something else has been agreed, packaging will be charged at cost price. The supplier must select the packaging specified by us and ensure that the packaging protects the goods from damage.

5. Documentation

Invoices, delivery notes and packing slips must be enclosed in duplicate with each shipment. These documents must include:

Any additional expenses on our part resulting from missing documents are to be borne by the supplier.

In the case of freight shipments, a dispatch note must be sent to us separately on the day of dispatch.

6. Prices

Unless expressly agreed otherwise, the agreed prices are fixed, unless the supplier lowers these prices in general.

The supplier will not offer us less favourable prices and conditions than those extended to other customers, if and insofar as these offer the supplier the same or equivalent conditions in the specific context

7. Invoice and payment

Invoices are issued separately for each order. Payment is not made until after full receipt of the goods in perfect condition or of complete and error-free delivery of services, and after the invoice has been received. This applies accordingly to partial deliveries. Delays caused by incorrect or incomplete invoices will not affect any prompt payment discount periods.

If a prompt payment discount is agreed, payment is as follows:

3% prompt payment discount within 14 days,

8. Guarantee, complaints and warranty

The supplier is obliged to ensure that the goods, including packaging and labelling, correspond to our specifications. Our order is to be executed professionally and accurately according to current technical standards.

We are obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time and to give notice of defects promptly. The complaint is deemed to have been made promptly if it is received by the supplier within a period of 5 working days from when the goods are delivered.

If defective goods are delivered, the supplier will be given a deadline for subsequent fulfilment. If the supplier is not willing or able to undertake subsequent fulfilment, especially if this is delayed for reasons the supplier is responsible for, or if the rectification of defects or replacement delivery fails in any other way, we are entitled to withdraw from the contract and to return the goods at the supplier's risk or to assert claims for a reduction in price. In urgent cases, we are entitled, after notifying the supplier, to take remedial action ourselves or arrange for it to be carried out by a third party. Any costs incurred as a result are borne by the supplier.

The warranty for the product manufactured by the supplier or for the order carried out by the supplier expires 24 months after delivery and acceptance.

Unless otherwise stipulated, the warranty is governed by applicable statutory provisions.

9. Manufacturer's liability and liability insurance

If the supplier is responsible for a product defect, they are obliged to indemnify us against third-party claims for damages on first request insofar as the cause is within their sphere of control and organisation and they themselves are liable in relation to third parties.

The supplier is obliged to maintain product liability insurance, including the extended product risk, with a lump sum cover per insured event of at least EUR 5 million per personal injury and at least EUR 5 million per property damage (double aggregate limit). If we are entitled to further claims for damages, these remain unaffected.

10. Property rights

The supplier is responsible for ensuring that the goods they deliver and our use of them do not infringe any third-party rights, in particular patents and other property rights, within the Federal Republic of Germany.

The supplier will indemnify us and our customers from all claims arising from the use of such property rights upon first written request. This does not apply if the supplier has manufactured the delivered goods according to drawings, models or other equivalent descriptions or instructions provided by us, and does not know or cannot know that property rights have been infringed in connection with the products they have manufactured.

The supplier's obligation to indemnify applies to all expenses we necessarily incur from or in connection with claims asserted by a third party.

11. Force majeure

War, civil war, export or trade restrictions due to a change in the political landscape as well as strikes, lockouts, operational disruptions, operational restrictions and similar events that make it impossible or unreasonable for us to fulfil the contract are deemed as force majeure. We are released from the obligation of punctual acceptance for the duration of their existence. The contractual partners are obliged to inform each other of such events and to adapt their obligations to the changed circumstances in good faith.

12. Retention of title and ownership

Any material provided remains our property. It must be stored separately as such and must only be used for our orders. The supplier is liable for any reduction in its value or for its loss, even if they are not at fault.

The items manufactured for us with the material provided by us are our property irrespective of their production state. As such, we are deemed the manufacturer of the new item created through processing.

If the item provided by us is inseparably combined or mixed with other items which do not belong to us, we will assume co-ownership of the new item in the ratio of the value of the item supplied by us to the other combined or mixed items at the time of combination or mixing. If the supplier's item is to be regarded as the main item upon combination or mixing, it is agreed that the supplier will grant us co-ownership on a proportional basis.

The supplier will store the items which belong to us in full or in part (as defined in paragraphs 2 and 3) on our behalf. The costs of storing these items and materials is included in the purchase price.

13. Business confidentiality

The supplier is obliged to treat our orders and all related commercial and technical details confidentially. The obligation to confidentiality continues to apply after the fulfilment of this contract. It ceases to apply if and insofar as the information contained in the documents provided has become general knowledge.

14. Final provisions

If a provision of these Terms and Conditions of Purchase is or becomes invalid, the remaining provisions remain unaffected.

German law applies to all legal relationships between the supplier and us, even if the supplier has their registered office abroad, to the exclusion of German private international law and the United Nations Convention on Contracts for the International Sale of Goods (“UN Sales Law”).

The place of fulfilment is our company headquarters in Dortmund, Germany. The place of delivery can be otherwise agreed.

The exclusive place of jurisdiction is Dortmund, Germany.

Current version of these General Terms and Conditions of Purchase

 German GTCP dated: March 2002