General conditions of purchase and contract of the Karl Knauer KG

1. General – Field of application withdrawal and can claim compensation for the loss incurred by us.
5.3 Our entitlements are not limited to the sum insured.
1.1 Our following general terms and conditions of purchase and contract that comply with the
model terms of the professional association Faltschachtel-Industrie e.V. apply to all contracts 6. Prices, payment terms, assignment, set-off; subcontracting, changes company, change
concluded by us with entrepreneurs, corporate bodies under public law and public separate production; job processing
estate (hereinafter collectively referred to as „supplier“) according to which the contractual
partner renders deliveries or goods and services. The quality characteristics for folding box 6.1 The price is quoted in euro, unless another currency is agreed to in writing.
carton issued by the FFI apply in the current version respectively. Our general terms and con- 6.2 The price quoted in our order is binding. It includes delivery „franco domicile“ as well as pa-
ditions of purchase and contract apply exclusively. The terms and conditions of the supplier ckaging.
do not apply by and large unless we have expressly agreed in writing. This also applies for the 6.3 Upon dispatch of the goods, invoices must be sent to us directly through the mail or by e-mail
provisions in the terms and conditions of the supplier that do not oppose our general terms separately for every order, indicating the order number and order date and must contain the
and conditions of purchase. Our general terms and conditions of purchase and contract also information whether the order is done or which quantities or units are still to be delivered.
apply exclusively if we accept the delivery or the services of the supplier without reservations If collective invoices make sense, this must be fixed with us individually in advance. The VAT
despite being fully aware of differing provisions of the supplier. must be specified separately. It must be possible to identify in particular the nature and scope
1.2 Our general terms and conditions of purchase and contract also apply for all future deals with of the delivery or performance from the invoice.
the supplier. 6.4 We can pay invoices less 4% cash discount within 30 days or net after 60 days. The period
1.3 Rights that we are entitled to beyond these general terms and conditions of purchase and starts with receipt of the invoice, however, not earlier than on the day on which the delivery is
contract as per the legal provisions remain without prejudice. received at the address indicated by us.
6.5 In case of a faulty delivery or performance or consignment of an invalid invoice, we are entitled
2. Quotations, order, changes, procurement risk to withhold payment until the proper compliance/consignment of the invoice without loosing
a cash discount.
2.1 Quotations must be submitted to us bindingly and free of charge. The supplier shall treat 6.6 Assignments are excluded without our written consent. § 354a Commercial Code remains
them confidentially. without prejudice. Rights of set-off and retention are only due to the supplier for such claims
2.2 The supplier is bound to their quotation for a period of 12 weeks starting from our receipt of that are undisputed, acknowledged by us or legally established.
the quotation. 6.7 The supplier is not authorised to have the order or parts of the order executed by third parties
2.3 A contract with us only comes into being if we submit the order in writing (digital form or without our prior written approval. If we give this approval, the supplier still remains respon-
fax suffices). A written order from us is binding, unless the supplier objects immediately. In sible for their contractual obligations and is liable for the third party in the same way as for
this case, the supplier shall contact us immediately and settle the changes, which must be their own actions.
subsequently confirmed in writing (order confirmation). If we remain silent after an offer of a 6.8 The supplier shall inform us immediately in writing about any changes in the group of share-
supplier, this does not count as an approval or acceptance of the offer. holders and any change of the company.
2.4 Even after the conclusion of the contract we can request changes of the delivery item or the 6.9 If the supplier intends to cease their production in total or to change or cease the production
service as far as it is not unreasonable for the supplier. With these changes, both contracting of the goods covered by the contract, they shall inform us immediately in writing, unless our
parties shall reasonably consider the effects especially regarding possible additional or redu- last order of the goods took place more than 6 months ago. They ensure that the goods co-
ced costs as well as the dates of delivery or performance. vered by the contract can still be delivered to us for at least 12 months after this notification.
2.5 The supplier assumes the procurement risk regarding the self-supply through their suppliers. 6.10 If the supplier functions as a contract processor for us, they must perform a goods inward in-
spection of the goods delivered for job processing and inform us about potential deficiencies
3. Time of delivery or performance, delivery or performance on the goods prior to the job processing and discuss the further procedure with us. If they
fail to do so, they are liable for damages. Our right to assert further statutory claims remains
3.1 The agreed dates and deadlines for delivery/performance are binding. Within the period or without prejudice.
until the date, the goods must have been received at the place of performance. Before the
expiration of the deadline or before the date, we are not committed to acceptance. If delays 7. Guarantee, prescription
are to be expected, the supplier has to inform us immediately in writing indicating the reasons
and communicate a new date of delivery/performance. We are entitled to withdraw from the 7.1 The supplier guarantees that the goods or performance is free from material defects and de-
contact if we do not agree to the offered new date and the supplier refuses a delivery/per- fects of title, are in conformity with the state-of-the-art, the applicable national and European
formance within an appropriate period of grace suggested by us. If we agree to the new date legal regulations (especially, however, not limited to the food and articles of daily use law), the
offered by the supplier or if the supplier accepts a period of grace stipulated by us, this does provisions and directives of authorities, occupational insurance associations and professional
not imply an extension of the contractually agreed date of delivery/performance or the period associations as well as the specifications committed by us, the agreed nature and the details
of delivery/performance. Rights to damages due to the late delivery remain without prejudice. in the order/commission as well as the declaration of conformity.
3.2 If the supplier defaults in part or in total with a delivery/performance, we are entitled to the 7.2 If a deviation from the specification, the agreed nature or the details in the order is necessary
legal claims (damages/withdrawal) to the full extent. In particular, we are entitled to claim da- in a given case or if there are concerns about the type of design requested by us, the sup-
mages instead of the performance after an unsuccessful expiration of an appropriate period plier must point this out to us immediately. We will inform the supplier as soon as possible if
of grace. Moreover, we can claim a contractual penalty of 0.25% of the order value per business and which changes are to be implemented. The liability of the supplier is not limited by this
day from the supplier, however, not more than 5% of the order value, as of the occurrence of consent. If the changes lead to a change of the costs incurred by the supplier because of the
the default. performance of the contract, both we and the supplier are entitled to request a corresponding
3.3 If the supplier defaults with a partial delivery/performance with apportioned contracts or adjustment of the compensation due to the supplier.
similar contracts, we are also entitled to withdraw from the contract concerning all partial 7.3 Moreover, the supplier guarantees that the goods or performance are suitable for the agreed
deliveries/performances or to claim damages instead of performance after an unsuccessful intended use or the intended use arising from the nature of the goods or performance and
expiration of the set period of grace. that they do not contain prohibited or non-valuated substances. With goods that are used for
3.4 Force majeure such as strikes, insurgency, riot, etc. extricate us from our obligation to accept packaging of food or toys, the supplier guarantees that the goods are also suitable for contact
or approve of the ordered delivery/performance for the duration of the disturbance and to the with food or toys and that such contact has no negative effects on the food or toy.
extent of their effect. In this case, we will provide the supplier with the necessary information 7.4 The supplier guarantees that the goods are properly labelled.
immediately within reasonable limits. After our notification of the supplier about the discon- 7.5 The supplier guarantees to execute the order/commission in a way that the law regarding
tinuance of the event, the delivery shall take place without delay. If the delivery/performance technical working equipment, the safety of machinery act, the accident prevention regulati-
is no longer usable for us under economic considerations due to the delay caused by force ons of the relevant occupational insurance association, the fire-protection regulations as well
majeure, we are entitled to withdraw from the contract. as the respective newest version of the DIN and VDE provisions as well as the guidelines for
3.5 The delivery/performance of partial quantities, excess or short deliveries are not admissible CE-marking are observed.
unless we have expressly consented in writing. 7.6 If the delivered goods/performance are – identifiably for the supplier – intended for the use in
3.6 If we ask the supplier for a deferral of a delivery, they must insure the properly packaged and countries outside the European Union, the supplier provides the guarantees as per the para-
marked goods and store them in a way that there will be no loss in quality; however, not for graphs 7.1 to 7.5 also for such countries that were identifiable as the recipient pursuant to the
more than three months. contract.
7.7 We are entitled to the complete statutory guarantee claims. In particular, we are entitled – at
4. Packaging, shipping our option – to request the removal of defects or the delivery of a flawless item/performance
of a flawless service. If the supplier does not perform the obligation to remedy defects within
4.1 Unless otherwise agreed on, the shipping takes place at the supplier‘s risk and expense to the an appropriate period stipulated by us, we can perform the necessary measures ourselves or
address indicated in our order. have them performed by a third party at the expense and risk of the supplier. In urgent cases
4.2 The supplier guarantees that all applicable shipping and declaration provisions as well as pos- we are entitled to self-remedy of defects even before expiration of a period of grace if the sup-
sible export and import terms will be observed. The supplier is liable for any damage arising plier does not confirm bindingly and in writing within 24 hours after the request that they are
from the non-observance of these provisions and terms. prepared and in the position to provide immediate supplementary performance. We can bill
4.3 The supplier provides customary, proper and clean packaging at their own expense and gua- in-house efforts at normal third-party market prices in case of a self-remedy of defects. Apart
rantees that the goods are protected against typical transport damage, corrosion and entry of from that our statutory rights remain without prejudice.
soiling or moisture by the packaging. The supplier is liable for any damage arising from the 7.8 In case of defects, the supplier bears all expenditures arising in connection with establishing
non-observance of this provision. and correcting the deficiency irrespective of the fault, also to the extent they incur at our com-
4.4 Upon dispatch of any delivery, a specified despatch note indicating our order number, order pany, especially examination costs, installation, removal and reinstallation costs for inferior
date, the production plant, delivery address, content, packaging type, package number and the parts, work and material costs as well as transport and other costs upon the replacement of
weight must be forwarded to us. inferior parts.
4.5 A delivery note indicating our order number, our order date and the content must be enclosed 7.9 If and when we are entitled to withdrawal, this can be limited – provided that the non- or
in every delivery. misperformance is limited to a definable part of the performance – to this part under mainte-
4.6 Unless otherwise agreed, the shipping risk is passed to us only after delivery has taken place. nance of the rest of the contract.
4.7 The supplier is obligated to collect packaging material and transport aids at their own expen- 7.10 Our right to claim damages remains unaffected by the withdrawal or a reduction.
se from our premises upon request. 7.11 Guarantee claims because of material defects and defects of title prescribe after 36 months,
unless a longer statutory period of prescription is applicable and the expiration of the
5. Insurances prescription is inhibited. The period of prescription starts with the receipt of the goods at our
premises or the acceptance of the performance. If the acceptance is delayed without any fault
5.1 Insurance costs are only borne by us if this was agreed up on in writing. on the supplier‘s part, the warranty period is 36 months after the provision of the goods/per-
5.2 For the entire supply or order relationship, i.e. until the expiration of the prescription of formance for acceptance.
all claims that could arise from the contractual relationship, the supplier is obligated to 7.12 If the goods are obtained for resale or for the use in the manufacturing of products, the period
maintain a liability insurance, also for product liability damages including the recall risk, with starts at the time at which the warranty period of the product equipped with the delivered
sufficient coverage for personal, property and pecuniary damage (min. € 2 m per person or goods begins, however, no later than 6 months after the delivery of the goods to us.
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per property or per pecuniary damage) at their own expense and to present us with evidence 7.13 If the supplier provides a substitute within the context of the supplementary performance,
upon request. If the supplier does not have the relevant insurance coverage or if he refuses to the period of prescription for the alternatively delivered goods restarts with their delivery to
present the evidence for it even after fixing an appropriate period of grace, we are entitled to our premises. With a repaired part, the period of prescription restarts in total with completion/

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 General conditions of purchase and contract of the Karl Knauer KG

acceptance of the rectification of defects. 15. Safety

8. Requirement to give notice of defects If employees or representatives of the supplier take action on our premises, the supplier en-
sures that they observe the respective applicable safety and accident prevention regulations
Complaints that are received by the supplier within a period of two weeks, with obvious de- as well as the fire-protection regulations as well as the site rules issued by the plant. The sup-
fects calculated from the receipt of the goods and with hidden defects from the discovery of plier makes their employees or representatives constantly aware of these regulations. If the
the defect, are always considered as immediate within the meaning of § 377 Commercial Code. supplier fails to remedy a violation of these regulations immediately, however no later than
The period is also kept if the complaint takes place verbally or by telephone. within three days after a written warning, or if repeated violations of these regulations take
place, we are entitled to an immediate termination of the contract without notice. Damage
9. Reservation of title and costs that we incur due to the non-observance of these regulations shall be reimbursed
by the supplier.
A reservation of title to the goods on the supplier‘s part is excluded. The supplier guarantees
that the delivered goods are free from property rights of a third party. The supplier indemnifies 16. Deterioration of the financial situation
us insofar against any third party claims upon the first request and also bears all costs that we
incur in this regard. This also applies for lawyer‘s and court fees. 16.1 If a significant deterioration of the financial situation of the supplier or associated companies
(e.g. cessation of payments, creditor‘s protection, application for the opening of insolvency
10. Property rights proceedings) or other indications that seem to jeopardize our entitlement to counter per-
formance due to a lack of the performance capability of the supplier become known to us,
10.1 The supplier guarantees that the goods or the performance is free from property rights and we are entitled to withhold our performance until the supplier has delivered the counter per-
intellectual property of third parties and that in particular no patents, licences, utility models, formance or has furnished security. If the supplier does neither render the complete counter
designs, trademarks, copyrights or other property rights of third parties are violated by the performance nor provides a suitable security within one week after the request, we are en-
delivery and use of the delivered goods or performance. titled to withdraw from the contract. § 323 BGB shall apply mutatis mutandis. Our right to
10.2 The supplier keeps us indemnified against all third party claims from possible violation of the claim damages under the legal prerequisites remains without prejudice.
third party rights stated in subparagraph 10.1 upon the first request and also bears all costs 16.2 In case of other factually justified indications that let the continuation of a reliable business
that we incur in this regard. This also applies for lawyer‘s and court fees. relationship appear as seriously endangered, we are also entitled to withdraw from the entire
10.3 We are entitled to obtain permits that are required for the use of the goods or performance contract.
from authorised third parties at the supplier‘s expense.
10.4 Further statutory claims, e.g. from warranty of title, remain without prejudice. 17. Confidentiality
10.5 The supplier is not entitled to use our trade names, logos, trademarks or other property rights
to their own benefit or for the benefit of third parties. 17.1 The supplier is obligated to maintain strict secrecy for all confidential information from the
10.6 Goods or performances that are not part of the supplier‘s standard offerings and that were pre-contractual correspondence and the collaboration and to use such information exclusively
manufactured based on our instructions or as per our drawings or technical specifications to satisfy the contractual relationship, unless it is commonly known or lawfully obtained from
must not be offered, sold, delivered to or brought to the attention of third parties without our a third party. Confidential information includes in particular enquiry and quotation, technical
prior written consent. data, buying quantities, prices, information on products and product developments, research
10.7 The supplier must not offer, sell, deliver or otherwise launch goods from their standard pro- and development schemes, all company data and all work materials within the meaning of
gramme to third parties if our trade name, our logo, our trademark or any other property right subparagraph 11.1.
of our company is identifiable on them. 17.2 Employees that are entrusted with the preparation of the quotation and/or the execution of
our order/our commission by the supplier, must be bound to the corresponding secrecy.
11. Work materials 17.3 If the supplier realises that confidential information has come into the illegal possession of a
third party or that confidential documents have been lost, the supplier must inform us imme-
11.1 We retain the title and the intellectual property for all work material ceded to the supplier for diately.
the preparation of an offer or the execution of the order/commission or all work material that 17.4 If the supplier violates their obligations under subparagraph 17.1 to 17.3, the supplier shall be
is produced in accordance with our specifications such as drafts, templates, drawings, movies, liable for all costs and damage caused by this violation.
lithographies, printing blocks, punches, punching dies, negatives, print cylinders, printing pla- 17.5 The supplier may only point out the business relationship with us in publications after obtai-
tes, moulding equipment, digital data, impression cylinders, tools, samples, models, printing ning a prior written approval.
materials, calculations etc. The supplier is obligated to return all received work materials im- 17.6 The obligations under subparagraph 17.1 to 17.5 continue to apply indefinitely after terminati-
mediately upon the first request. They must not keep any copies or other reproductions. on of the contractual relationship.
11.2 The supplier must not use work materials within the meaning of subparagraph 11.1 for any
other purpose than the compliance with the order/commission. Moreover, they must neither 18. Place of performance, place of jurisdiction, applicable law
make third parties aware of these work materials nor make them available to third parties. In
case of non-compliance, the supplier is liable for damages. 18.1 The place of performance of the delivery or performance is Biberach/Baden. Place of payment
11.3 In case of a loss of the work materials within the meaning of subparagraph 11.1, the supplier is for our payment obligations is our registered office.
obligated to procure a replacement at their expense and to pay damages. 18.2 With commercial transactions with entrepreneurs, corporate bodies under public law and pu-
blic separate estate, the place of jurisdiction shall be – at our discretion – our registered office
12. Product liability or the registered office of the supplier.
18.3 The laws of the Federal Republic of Germany shall apply exclusively to the exclusion of the
12.1 If a claim is made on us because of the violation of official safety regulations or because of do- international private law and the uniform international UN Sales Convention (CISG). This also
mestic or foreign product liability regulations or laws because of a faultiness of our products applies in case of cross-border deliveries/performances to us.
that is attributable to the goods delivered by the supplier, the supplier shall compensate our 18.4 If a non-German version of the general terms and conditions of purchase and contract exists,
loss to the extent that it is caused by the goods delivered by them. If the damage is caused by the German version is exclusively applicable in case of doubt or contradictions.
goods delivered by several suppliers, they are liable as joint and several debtors. If a damage
occurred that is a typical consequence of a defect of the goods delivered by the supplier, it is
assumed that the damage is caused by it. It is at the supplier‘s discretion to prove that the
defect did not cause the damage.
12.2 Within their liability in cases of loss within the meaning of subparagraph 12.1 the supplier
is also obligated to reimburse expenses pursuant to §§ 683, 670 BGB (German Civil Code) as
well as §§ 830, 840 426 BGB that arise from or in connection with a recall performed by us.
Concerning the content and scope of the recall measures to be performed, we will – as far as it Effective: 21.11.2017
is possible and reasonable – inform the supplier in advance and give them the opportunity to
give an opinion. Other statutory claims remain without prejudice.

13. Quality assurance

The supplier guarantees that they maintain, perform and document a quality assurance sys-
tem suitable in type and scope, and in conformity with the state-of-the art of science and tech-
nology. The supplier is obligated to keep records of the performed tests, measurements and
controls and to archive all test, measurement and control results for 10 years and to guarantee
the traceability. We are entitled to review the entire quality assurance system with regard to
the goods delivered to us on site without prior notice by means of an audit during the normal
business hours. With regard to the goods delivered to us, the supplier furthermore allows us
inspection of the entire documentation of the quality assurance system upon request and
leaves copies to us to the necessary extent.

14. REACH, hazardous substances

14.1 The supplier guarantees that their delivery complies with the provisions of the regulations
(EC) no. 1907/2006 (REACH regulation) in its respective valid version. In addition, the supplier
provides us with safety data sheets with the relevant intended use in line with the provisions
of the REACH regulation or the information required in accordance with the REACH regulation.
14.2 The compliance with the provisions of the REACH regulation does not absolve the supplier
from the general obligation to inform us immediately about any changes in the goods and the
materials in a qualified manner while handing over a data sheet.
14.3 For materials (substances/compounds) and objects (e.g. goods, parts, technical devices, unc-
leaned things in stock) that may pose a risk to life and limb or the health of human beings, the
environment as well as to objects due to their nature, their characteristics or their conditions
and that therefore require special treatment concerning the packaging, transport, storage,
handling or waste disposal, the supplier provides us with a completely filled in safety data
sheet pursuant to § 14 of the Ordinance on Hazardous Substances and an applicable accident
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procedures sheet (transport) at the time of the quotation, however, no later than prior to the
shipment.

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