General Terms and Conditions, Schreiner Group GmbH & Co. KG

A. Scope of Application and Definition of Terms

1. These Terms and Conditions of Business shall exclusively apply to all current and future business relations in which we are commissioned with the manufacture of goods, sell such goods, or provide any other types of services.

2. These General Terms and Conditions shall exclusively apply vis-à-vis legal business entities as defined by Sections 14, 310, Paragraph 1, German Civil Code (BGB).

3. General Terms and Conditions of Business of the customer‘s, even if known to us, that differ from, contravene or complement these Terms and Conditions shall not become components of the contract, unless we have expressly agreed to them in writing.

4. Any deviations from the contract and/or these Terms of Business require prior written agreement which may only be effectively signed by our senior management or other duly authorized officer or agent of the company.

B. Placement of Order / Conclusion of Contract

1. Technical modifications and modifications in terms of shape, color and adhesive properties are reserved within a reasonable scope, provided that good reasons exist for such changes.

2. The placement of an order represents the customer’s binding commitment to purchase the relevant goods. We have the right to accept the contractual offer contained in the purchase order within two weeks after receipt of the order. This acceptance may either be communicated in writing or by delivering the goods to the customer.

3. In the event that the ordered product is not available due to our suppliers having failed to supply the product to us and we are not at fault with respect to such failure we shall have the right to rescind the contract. In this case, we shall immediately notify the customer and, if possible, propose the delivery of a comparable product. If no comparable product is available, or if the customer refuses the delivery of a comparable product, we shall immediately refund any consideration [counter-performance] to the customer that may already have been rendered.

4. In the case of orders where delivery is made to a third party the party that has placed the purchase order shall be deemed the customer, provided that no other express agreement has been made.

C. Preliminary Work

Preliminary work such as the creation of specifications, artwork, project documents, drafts, drawings and models required by the customer are subject to remuneration.

D. Proofs

1. The customer shall, without exception, immediately verify the conformance of the goods and any preliminary or intermediate products sent to the customer for correction. The risk of potential errors or faults shall pass to the customer at the time the customer issues its ready-to-print/ready-to-produce approval except for errors or faults that have only occurred or could only be detected during the production process following the ready-to-print/readyto-produce approval. The same shall apply to all other approvals issued by the customer. In the event of any subsequent customer-induced changes to text, form/shape or design which have not been planned for in the manuscript, layout or other copy such changes shall be charged according to the costs incurred.

2. For embossing/stamping, die cutting and printing work, tool changes are not possible. The production of new tools shall be charged separately.

E. Delivery Period

1. The stated delivery period – in the absence of any other agreements – shall be deemed to be the date of dispatch from the factory. The agreed delivery period shall commence when the customer has performed its final participating action as per the agreement.

2. The delivery period shall be reasonably extended in the event of any hindrances or obstructions beyond our control, in particular in case of force majeure, operational disruptions, strike and lock-out as well as any delays in approvals for proofs.

3. In the event of any delays in deliveries, the customer may only exercise the rights under Section 323 BGB (German Civil Code) if we are responsible for such delay. This provision shall not be associated with any change regarding the burden of proof.

F. Delivery

1. Goods shall be delivered ex works to the delivery address stated by the customer, provided that no other agreements were made.

2. The validity of delivery dates shall be subject to our prior written confirmation. We reserve the right to make partial deliveries of products and/or services.

3. Over- and under-shipments of up to 10% of the confirmed quantity shall be permissible. Invoicing shall be based on the quantities delivered/shipped.

4. The risk of accidental destruction and accidental impairment of the goods shall pass to the customer upon handing over the goods or, in case of shipped goods, upon handing over the goods to the forwarding carrier, freight agent or any other individual or entity designated to carry out the shipment. In the event that the customer should be in default regarding acceptance of the goods the goods shall be deemed to have been handed over.

5. Call-off orders are subject to separate agreement. In the event that the customer fails to accept the goods, either fully or in partial quantities, on the agreed dates we shall have the right to either ship any inventories remaining in our warehouse or to charge storage costs.
G. Prices and Terms of Payment

1. The validity of the prices quoted shall be subject to the condition that order details on which prices are based remain unchanged versus the quotation documents.

2. The agreed prices are net prices, subject to value added tax as applicable.

3. Prices are stated ex works. Costs for packaging, freight, postage fees, insurance and any other shipping charges are not included.

4. Any subsequent changes requested by the customer, including any resulting machine down times, shall be charged to the customer. Subsequent changes also include repeated printing of proofs requested by the customer due to minor deviations from the copy.

5. We reserve the right, in particular for blanket and/or call-off orders, to make reasonable price adjustments in the event of any changes in costs following the conclusion of the agreement, such as labor cost changes based on collective union agreements or price changes for materials.

6. If, following the conclusion of a contract, there are indications that the customer may not be able to meet its payment obligations vis-à-vis Schreiner we reserve the right to require advance payment, withhold any undelivered goods and to discontinue the work. We shall also be entitled to these rights if the customer is in arrears with payments for deliveries that are based on the same legal relationship. The provisions of Section 321, Paragraph 2 BGB (German Civil Code) remain unaffected.

7. Subject to the proviso of other agreements, the customer commits to paying the invoiced amount within 30 days of receipt of the invoice and the due date. If the customer defaults by permitting this payment period to elapse the customer shall be deemed to be in arrears, even without reminders. If payment is made within 8 days of the date of the invoice we shall grant a 2 % early payment discount on the value of the goods.

8. Payments by bills of exchange shall be permissible only based on a special agreement and do not qualify for discounts. We shall only accept checks or bills of exchange as modes of payment but not as payment per se. Any fees incurred for cashing checks or bills of exchange shall be charged to the customer.

9. In case of default in payment default interest in the amount of 8% above the base rate of the Deutsche Bundesbank (German Federal Bank) shall be payable. This shall not exclude the assertion of a claim for further loss incurred as a result of the default.

10. If the customer fails to pay the price including incidental expenses within 10 days of receipt of the invoice and the goods, the customer shall be deemed to be in arrears even without reminders.
H. Rescission of Contract
In the event that the customer rescinds the contract without any fault on our part the relevant statutory provisions shall apply. In addition, in the event that the customer is at fault, a flat handling fee in the amount of EUR 130.00 shall be due unless the customer can demonstrate that we have incurred a loss lower than this amount.
I. Offsetting Claims, Withholding Rights, Ceding Provisions

1. Offsetting/compensation of claims shall only be possible against legally established claims or claims which we have accepted. Any withholding right shall be enforceable only on the basis of a counter-claim resulting from the same contractual relationship.

2. Any ceding of claims by the customer to third parties shall be subject to our prior written permission.

J. Retention of Title

1. We reserve the right of retaining title to the goods until the customer has made full payment for any claims arising out of a current business relationship with the customer.

2. The customer shall be required to handle the goods with care. To the extent that any maintenance or inspection work may be required the customer shall have such work regularly performed at its own cost.

3. The customer shall be required to immediately notify us of any third-party recourse to the goods, in case of attachment, for example, as well as of any damage to or destruction of thegoods. The customer shall immediately notify us of any change in ownership of the goods or in case of any relocation of its domicile.

4. The customer shall have the right to resell the goods commensurate with proper business practices. The customer already cedes to us at this time any claims in the amount of the invoice to which the customer may become entitled through the resale of such goods to a third party. We accept this cession. After the cession the customer shall be entitled to collect payment. We reserve the right to collect payment ourselves, as soon as the customer fails to properly meet its payment obligations and is in arrears with payment to us.

5. Any processing and converting work performed on the goods by the customer shall always be performed in our name and on our behalf. In the event of any converting work being performed with or on items which are not our property we shall acquire co-proprietorship of the new items at a ratio commensurate with the value of the goods delivered by us to the other items converted. The same shall apply if the goods are mixed with other items which are not our property.

K. Warranty in Case of Defects

1. The customer shall, without exception, inspect the goods delivered for conformance with the contractual specifications and appropriately submit complains about defects (Section 377, German Commercial code) and observe our General Storage and Processing Instructions (available for download at www.schreiner-group.com).

2. As a matter of principle, the manufacturer’s product description shall provide the only basis for the composition/quality of the goods that is agreed to between the parties. Any public representations, promotional statements or advertisements by the manufacturer shall not be considered part of the contractual specification for the goods.

3. Obvious defects shall be reported immediately in writing, but no later than two weeks following receipt of the goods. Hidden defects shall be reported immediately in writing, but no later than two weeks after their detection. Warranty claims outside of these stipulations shall not be accepted.

4. In the event that parts which are subject to normal wear and tear require replacement, repair or maintenance this shall not constitute a defect, unless a specific service life or durability has been contractually stipulated or otherwise assured.

5. Excluded from liability are any defects and damage caused by the customer’s mal-handling, improper operation and improper installation of the goods. The same applies to any defects and damage attributable to subsequent modifications of the purchased item(s) which do not represent state-of-the-art practices unless the seller has provided its express prior consent to such modifications.

6. The customer agrees that tolerances pertaining, for example, to sizes, colors/inks, adhesives and other aspects of materials and workmanship to the extent that they are technologically justified and common practice within the industry represent the contractually agreed composition/quality of the goods.

7. Any liability for defects which either do not, or merely insignificantly, impair the value or fitness for use of the goods is excluded to the extent that this is legally permissible.

8. The suitability of our products for the customer’s intended application purposes is not deemed to be part of their contractually agreed composition/quality. This particularly applies to self-adhesive products as in their case the reaction of the adhesive to certain materials (e.g. plastics, fine leather, textiles, etc.) cannot be predicted. Therefore, it is necessary for the customer to perform its own adhesion tests on the original substrate. We refuse to assume any liability for any damage or disadvantages whatsoever.

9. In the event of defects, we shall, initially and at our own discretion, recondition/rework or replace the goods.

10. Should this form of rectification fail, the customer shall have the right, on principle, to demand at its discretion either a reduction of payment (diminuation) or an annulment (rescission) of the contract. In the event of a merely minor violation of the contract, particularly in the case of merely minor defects, the customer shall not have the right of rescission.

11. Defects encountered on partial quantities of the total shipment shall not constitute the right to reject the entire shipment unless the partial shipment is of no value to the customer.

12. No liability shall be assumed for any defects of materials supplied by the customer.

13. If, in the event of a defect following an unsuccessful attempt at rectification, the customer declares the rescission of the contract the customer shall not be entitled to claim any additional compensation for damages due to the defect. In this case, the goods delivered shall immediately be made available to us. If, following an unsuccessful attempt at rectification, the customer opts for compensation for damages the goods shall remain in the customer’s custody, if deemed reasonable. Compensation for damages shall be limited to the difference between the purchasing price and the value of the defective item(s). This shall not apply in the event of a fraudulent concealment of the breach of contract or assumption of warranty for the composition/quality of the item(s). The provisions of paragraph L1. shall remain unaffected by this.

14. Schreiner shall not be obligated to inspect/test any items (including storage media, transmitted data) supplied by the customer or any of its third-party agents. This shall not apply to any data which are obviously unfit for processing or reading. Schreiner shall have the right to make a copy.

L. Limitations of Liability
1. We assume unlimited liability in the case of intent and gross negligence, for injury to life, limb and health, according to the provisions of the Product Liability Act and to the extent of any warranty assumed by us.

2. In the event of minor negligence of a duty that is essential to the achievement of the purpose of the contract (cardinal obligation) our liability in terms of the amount shall be limited to the damage which is predictable and typical according to the type of the relevant business.

3. A further liability does not exist.

4. The limitation of liability stated above shall also apply to the personal liability of our employees, representatives/agents and organs.

M. Statute of Limitations

Claims for defects by the customer shall expire after one year from delivery of the goods.

N. Proprietary Tools (Trade Custom)

1. All prices quoted for operating tools, jigs & fixtures required for the production of the contractually agreed product are pro-rated costs. Final designs/drawings, films, stereotypes, lithographs, printing blocks/plates, dies, embossing and other tools shall remain – even if subject to separate charges – our property and shall not be handed over to the customer.

2. Unless expressly agreed to otherwise, all proprietary rights to such items shall remain with us. In the event a relevant agreement is concluded by the parties such items may be handed over against payment.

O. Archiving

Retention periods for items listed under Section N shall be at our discretion, being limited to a maximum of two years following the most recent placement of a customer’s order.

P. Intellectual Property / Commercial Proprietary Rights

1. The customer acquires no usage rights to our own sketches, drafts, final drawings/designs, films, layouts, software, printing files, storage media, printing, die cutting and embossing tools for which we hold or have been granted intellectual property or commercial proprietary rights.

2. The customer permits us to use the products we have manufactured for the customer for our own advertising purposes or to send such products as samples.

3. The customer shall be solely liable in the event that the execution of the contract should violate the rights of any third parties, particularly intellectual property rights. The customer shall discharge us from any third-party claims arising out of any such breach of law.

Q. Final Clause

1. These Terms of Business shall be governed by the laws of the Federal Republic of Germany.

2. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.

3. If the customer is a merchant/trader, legal entity under public law or a special estate under public law the exclusive legal venue for any dispute arising out of these Terms of Business shall be our business domicile. The same shall apply in the event that the customer does not have a general legal venue in Germany or the customer’s branch location, domicile or usual presence is not known at the time of bringing forth any legal action.