The general sales conditions (hereinafter: The "Sales Conditions“) are applicable to all statements of intent that we, Tubex Wasungen GmbH, Aluminiumstraße 1, D-98634 Wasungen (hereinafter: "TUBEX") make in connection with the production, sale or delivery of aluminium tubes, plastic tubes, aluminium cartridges, cigar tubes, tablet cans, products and services (hereinafter together the "Products“); as well as to any other actions or declarations of TUBEX legally relevant in this respect. The acceptance of an offer of TUBEX by the customer (hereinafter the "Client“) shall at the same time be deemed acceptance of the Sales Conditions and waiver of the Client's right to refer to his own general terms and conditions, e.g. his purchasing conditions.

Any contractual agreements entered into between TUBEX and Client shall be recorded in writing. Changes to and supplementations of a contract shall require written form.

TUBEX shall not accept any contrary conditions or conditions deviating from the sales conditions, unless TUBEX had expressly consented to their application in writing. The sales conditions shall apply even if TUBEX performs the delivery to Client without reservations in spite of knowing of the Client's conditions that are contrary to or deviating from the sales conditions.

Non-enforcement of provisions of the sales conditions by TUBEX shall not be deemed waiver of the right of TUBEX to enforce these provisions; such rights of TUBEX shall also not be affected as a consequence of delayed or neglected enforcement of such provisions.

The sales conditions shall only apply towards entrepreneurs in the sense of § 14 para. 1 German Civil Code, legal entities under public law and public-law special funds; they shall not apply towards consumers in the sense of § 13 German Civil Code. They shall also apply to any future transactions with Client in the scope of his work from a current business relationship.

The offer of TUBEX shall be subject to confirmation unless the order confirmation indicates anything deviating or TUBEX has not expressly declared something deviating in writing. A contract shall only enter into effect if TUBEX has confirmed a request from Client in writing or if TUBEX performs an order or has started to prepare for this.

TUBEX reserves title and copyright in figures, leaflets, calculations and other documents; they must not be made accessible to any third parties. This shall specifically apply to such written documents that are designated as "confidential"; before they are passed on to any third parties, Client shall require the express written consent of TUBEX.

Where nothing different is agreed on in the written acceptance of the order, such documents shall not be included in the order by reference. Where required, Client shall review the documents and ensure before construction and production of the product that the product is suitable for its intended use, if required by performing the corresponding tests. The sole warranty of TUBEX is provided for below (in section 8 of the sales conditions). Client shall be solely responsible for collecting or performing all permits, approvals or other legal requirements on time or to meet them, which are required, among others, for currency control, import of the product into the state of delivery or payment of the products sold. Client shall inform TUBEX of the receipt or performance of such permits, approvals or other legal requirements in writing.

Where nothing different is agreed on in the written order confirmation, all prices of the product are deemed "ex works" (Ex Works ICC Incoterm 2010), excluding freight and the respective applicable VAT. The price indicated in the written order confirmation may be changed by TUBEX by the delivery and performance date if one or several of the factors used for specification of the price change, even if the change was foreseeable at the time the offer was made.

Subject to deviating rules, all invoices shall be payable without deduction within thirty (30) days from the date of the invoice at the latest.

Set-off against payment claims of TUBEX shall only be possible against undisputed or legally validly determined counter-claims. Payments also must only be held back, delayed, made under reservations or interrupted where undisputed or legally validly determined counter-claims are present.

Where nothing different is agreed on in writing and expressly, the product prices shall not be subject to

any deductions or discounts by TUBEX.

Notwithstanding any damages claims of TUBEX, interest at 8 % above the base interest rate shall be charged for amounts in arrears without requiring dunning from the due date onwards (§ 247 German Civil Code). This default interest shall start on the first day after the day on which the payment is due, without previous information. Furthermore, TUBEX shall have the right in case of payment default (i) to suspend performance of all of its obligations, (ii) to cancel all open orders with Client within eight (8) days from receipt of a formal payment request to Client by registered mail with return receipt, and (iii) to demand from Client that he return the products at his own expense.

Notwithstanding any damages claims of TUBEX against Client, TUBEX shall also have the right to demand immediate payment of any other invoices that become due as a consequence of default by registered letter with return receipt.

If TUBEX is obliged to make an advance performance and if TUBEX gains knowledge of any circumstances according to which an essential deterioration of assets of Client can be expected, TUBEX may, at its own choice, either demand collateral within an appropriate period (e.g. advance payment) or payment step by step against delivery. If Client does not meet this obligation, TUBEX shall have the right to declare rescission of the contract, subject to further statutory rights.

TUBEX shall at all times have the right to set off amounts that TUBEX owes to Client against amounts that Client owes to TUBEX. Bills of exchange and cheques are - if at all - only accepted in lieu of performance. Costs for bills of exchange and cheques shall be at the expense of Client. The payment day shall be the day on which TUBEX can dispose of the counter-value.

The commencement of the delivery time specified by us shall require clarification of all questions required and compliance with the obligations of Client.

Where nothing different has been agreed on or results from the contractual relationship, the delivery time indicated by us shall always be non-binding. If Client does not comply with any contribution obligations, the delivery period shall extend appropriately.

Force majeure, impairment of operations, strike, lock-out, lack of transport, problems in procurement of resources or other obstacles not due to the fault of TUBEX that happen to TUBEX or its suppliers shall release TUBEX from the obligation to perform for the duration of the impairment or its effects. If the impairment takes longer than one month, TUBEX and Client shall have the right to declare rescission of the contract regarding the part not performed yet after expiration of an appropriate grace period that was set. Damages claims shall in this case be excluded.

If Client sets an appropriate grace period of at least two weeks for TUBEX after its default, he shall have the right to declare rescission of the contract after unsuccessful expiration of this grace period; damages instead of performance for non-performance at the amount of the foreseeable damage shall only be due to Client where the default is due to wilful intent or gross negligence or due to negligent considerable violation of obligations.

In case of simple negligence of TUBEX, liability shall always be limited to the foreseeable damage. The limitations of liability provided for in this paragraph shall not apply if a fixed transaction between merchants has been agreed on; this shall also apply if Client can assert that his interest in performance of the contract has been lost due to the default caused by our fault. In such cases, liability shall be limited to the foreseeable damage typical for the contract.

Where Client enters default of acceptance or has violated any other contribution obligations, TUBEX shall have the right to demand reimbursement of any damage arising for it, including any additional expenses. In this case, the risk of accidental destruction or accidental deterioration of the purchased object shall pass to Client at the time at which he enters acceptance default. TUBEX shall have the right to make partial deliveries and deliveries before the end of the delivery period where this is not opposed by any recognisable interest of Client.

Client is obliged to declare in writing within an appropriate period upon our demand whether he declares rescission of the contract and/or demands damages due to delivery delay on our side or not. Unless the order confirmation states something different, TUBEX reserves the right to demand from Client that he accept any ordered products in a single delivery.

Contracts without limitation in time may be terminated with a period of six months at the end of the month unless something different is provided for.

If an essential change to the wage, material or energy costs occurs in contracts with a term of more than twelve months or in contracts without limitation of time after the end of the first four weeks of the contractual term. Either of the contracting parties shall have the right to demand appropriate adjustment of the price under consideration of these factors, unless something different is agreed on.

Our prices have been calculated based on the agreed ordered amounts. If no binding order volumes have been agreed on, our calculation is according to the agreed target volumes. If the ordered or target amount is undercut by more than 20 %, we shall have the right to increase the price per unit appropriately.

If Client exceeds the amount by more than 20 % with our consent, he may demand an appropriate price reduction if he reports this in writing no later than two months before the agreed delivery date. The amount of reduction or increase shall be determined according to the basics of our calculation.In delivery contracts on call, binding amounts must be reported to us no later than three months before the delivery date by call unless agreed on differently. In this case, we shall only be released from our delivery obligation if the call is not made on time for reasons that are due to Client's fault. If we deliver anyway, additional costs that have been caused by delayed call or subsequent changes to the call regarding time or amount by Client shall be at the expense of Client.

Where nothing different is agreed on in writing, the delivery clause is deemed "ex works" (Incoterms 2010). This shall apply even if we have committed to assuming the transport costs.

Only at the express wish of Client shall we cover the delivery with transport insurance; the costs arising for this shall be assumed by Client.

Where nothing different is agreed on in writing, the delivery clause is deemed "ex works" (Incoterms 2010). This shall apply even if we have committed to assuming the transport costs.

Only at the express wish of Client shall we cover the delivery with transport insurance; the costs arising for this shall be assumed by Client.

Compliance with measures shall be according to the DIN and EN standards. Apart from this, we shall indicate the sizes and weights in our offers and order confirmations according to the best of our knowledge, but they are only approximately correct/accurate and specifically do not comprise any property guarantees or information. Minor deviations, especially technically caused common deviations, shall not entitle Client to any complaints and claims for defects, unless something different is agreed on.

As compared to the ordered volume, over- or under-delivery of up to 10 % shall be permitted – even at partial deliveries – under consideration of commercial use.

Colour deviations after printing:

If TUBEX produces sample jars or tubes to present the print image as a very small batch in "jog mode" on the sample print machine or a production line, TUBEX cannot guarantee that identical reproduction of the print image, and specifically the shades in industrial production will be possible. Client is obliged to accept such colour value changes and colour tolerances in later industrial production that are originally due to influences and conditions of the industrial production; Client shall also accept such influences on the print image that are originally due to tolerance differences in the paint application.

Interactions of products with filled goods:

TUBEX shall not be liable for the durability and resilience of the products against chemical and physical impairment by filled goods unless something deviating has been agreed on.

Rather, the parties expressly agree that far-reaching tests must have been performed by Client before starting industrial serial production to confirm the compatibility of the filled goods with the products (migration, diffusion, as well as compatibility of filled goods and varnish, foils, labels or paints etc. used for producing the product), any production and bottling processes applied at the client's and the storage conditions before, during and after bottling.TUBEX cannot perform such tests directly for practical reasons, since all of the processes just listed take place at the client's site; especially, the original filled goods and the original filling conditions are controlled by him.

If errors occur in the area of the product produced by TUBEX that could have been recognised by the above tests, no claims shall be applicable against TUBEX.

In addition to this, we refer to possibly applying requirements under food law that are not known to TUBEX in detail and that also must be reviewed exclusively by Client.

Where nothing else is expressly agreed on, TUBEX shall observe the recognised rules of the art, standards and provisions in Germany for the objects to be delivered by it, and shall not perform own research on standards and provisions applicable abroad. If Client desires compliance with any foreign standards and provisions, Client shall inform TUBEX of such standards and provisions at conclusion of the contract, and in any case in time so that TUBEX can consider them; he shall further explain them to TUBEX on request.

TUBEX warrants according to the following conditions that the products correspond to the contractually agreed technical data and that they are within the common or agreed tolerances. Client shall report all claims under the warranty for obvious defects before use/processing of the products to TUBEX in writing within fifteen (15) days from the delivery. Client shall report any other claims under the warranty for errors and defects, except for obvious defects, in writing within six (6) months of their delivery. In any case, Client shall report any such claims to TUBEX within five (5) days of discovery of the error or defect.

The liability of TUBEX under this warranty does not apply if Client does not report within the respective period of time. There shall be no claims for defects if only inessential deviations from the properties or only inconsiderable impairment of usability are present. All of our specifications shall only be performance descriptions, rather than guarantees, unless something different is expressly agreed on.

If Client does not enable TUBEX to inspect the defect subject to the complaint on site and/or if he does not provide samples of the goods subject to the complaint on request of if he performs any changes to the goods subject to complaint without our consent, he shall lose his warranty claims. Review shall take place by TUBEX without delay if Client presents any interest in immediate performance.

If there is any error or defect, TUBEX shall either (i) revise the defective product at its own expense, (ii) exchange the product at its own expense or (iii) reimburse Client for the price of the defective product proratedly. Where any defect due to the fault of TUBEX is present, TUBEX shall, at our discretion, have the right to remove defects or to perform subsequent delivery. Removal of defects or subsequent delivery performed according to the warranty shall be limited to the above warranty period. Before Client may assert any other claims or rights (rescission, reduction, damages or reimbursement for expenses), TUBEX shall initially be given opportunity for subsequent performance within an appropriate period of time where TUBEX has not provided any guarantee to the contrary. If subsequent performance fails in spite of two subsequent performance claims, if it is impossible, unreasonable for Client or if TUBEX refuses subsequent performance, Client shall have the right to declare rescission of the contract or reduction of the compensation.

Any claims against TUBEX shall be raised by Client within two (2) years from arising of the claim; afterwards, all claims shall expire. Client shall comply with any instructions of TUBEX, e.g. regarding storage and use of the products, and shall inform his own customers or subcontractors of this. If Client does not observe such instructions or does not inform his customers of this, TUBEX shall not be liable under this warranty, or for any loss and damage incurred by Client or a third party. Client shall assume any risks and liabilities resulting from use of the products.

The following defects and errors are expressly not included in the warranty:

- Defects due to non-compliance with information or instructions of TUBEX,

- Defects due to regular wear,

- Defects due to transport or the means of transport used (if ex works),

- Defects due to storage conditions at storage that has not been performed or

ordered by TUBEX,

- Defects due to changes to the products or their use by

Client or any third party without the written consent of TUBEX,

- Defects that were not present at the time of delivery of the product to Client,

- Defects of a product that was not intended for sale or other form of distribution,

- Defects that are due to the final product that has been installed in the product or into which the product has been installed or due to instructions to the Manufacturers of the end product,

-  Defects that did not have to be known at the production time in light of the scientific and technical standards Client shall be liable towards TUBEX and reimburse TUBEX for any consequences arising from third-party claims regarding the products if the products have been delivered in correspondence with their technical data. If Client improperly complains about the presence of a defect due to the fault of TUBEX for reasons for which TUBEX is not responsible, TUBEX shall have the right to charge any expenses incurred by TUBEX for removal and/or determination of the defect to

Client.

Client shall indemnify TUBEX against any claims, especially to damages - including those with punitive character (especially in the USA and Canada) that are asserted against us by third parties, including consumers (and their legal successors) independently of their legal basis due to the goods packed in the products, including tobacco products. This shall also apply regarding the ingestion of tobacco products generally being hazardous to health and/or having caused (or possibly causing) damage to health in the specific case or that the – also unintended – use of the products in our packaging leads or has led to injury, property or other damage.

This shall also apply to any claims for execution based on a decision passed in the USA or Canada or any state that is not part of the EU and the EEA due to filled goods contained in our packaging, which are asserted against us in Germany, the USA or any other state. The indemnification claim of TUBEX includes appropriate lawyer's fees and expenses for defence against such claims.

Client shall remain entitled to collect the claim even after assignment. TUBEX shall, however, have the right to collect the claims itself if Client no longer meets his payment obligations from the revenue received, enters default of payment or an application for opening of insolvency proceedings for his assets has been filed by him or someone else or if he ceases payments. In such cases, TUBEX may demand that Client disclose the assigned claims and their debtors, provide all information required for collection, release the associated documents and inform the debtor (third party) of the assignment.

Collection of the claim by TUBEX shall, however, not be possible if the insolvency rules are opposing this. Client shall process or transfer the goods subject to retention of title for TUBEX, without any obligations arising to TUBEX from this. If Client combines, mixes, meshes or processes our goods subject to retention of title with any other goods, TUBEX shall be due joint title at the amount of the value invoiced for our combined, mixed, meshed or processed goods in the resulting goods. The respective goods shall be deemed goods subject to retention of title in the sense of these conditions in this respect. TUBEX commits to releasing any collateral due to TUBEX on request of Client also in so far as the value of our collateral exceeds the value of the claims to be secured by more than 20%; selection of the collateral to be released is subject to TUBEX.

Even if compensation is paid for cost shares for tools, master dies, parts of production plants, templates, etc., by Client, they shall remain the sole property of TUBEX. If not utilised, Client shall assume the remaining part of the uncovered costs.

If shipping delays due to circumstances that are due to the fault of Client, storage feels will be calculated from indication of readiness for shipment. They shall be 0.5 % of the invoiced value per month.

By acceptance of the technical data of the products, Client confirms that he is fully aware of the construction and properties of these products, as well as the possible dangers regarding the products. Client shall perform all required inspections and verifications of the products. Client shall be solely responsible for compliance with the applicable provisions regarding the import, sale and use of the products in their delivery states.

Client shall be solely responsible for the production of suitable warning notes and information to his customers and end consumers regarding use of the products and/or their possible dangers, as well as any resulting consequences.

TUBEX shall not be liable for violation of its obligations in case of force majeure, which impairs, prevents or delays performance of his obligations. Force majeure includes, among others, natural disaster, storm, fire, flooding, earthquake, accidents, interruption of operations, strikes (including strikes regarding our suppliers), lock-outs, interruptions and/or delays in loading or transport, power outages, embargoes, trading prohibitions, resource scarcity, accidents in connection with tool equipment, sabotage, action of civil or military authorities, war-like actions, hostilities, terrorist actions and unrest. TUBEX shall inform Client in writing without delay of the occurrence of an event of force majeure that refers to the execution of the order.

In this case, the obligations of TUBEX shall be suspended and performance and delivery times shall be extended; however, the order continues to remain valid. If an event of force majeure continues for more than three months, either party shall have the right to cancel the affected order with immediate effect by registered letter with return receipt. Client is obliged to accept and pay for any products produced until the day of cancellation, and to compensate TUBEX according to the proviso of section 12 of these sales conditions for any other costs and expenses that have already arisen.

15.1 Cancellation and Termination of Orders:

Cancellations or revocations of an order or parts of it before deliveries shall require the previous written consent of TUBEX, except if there is any violation of obligations due to the fault of TUBEX. In case of cancellation of an order or part of it, Client shall assume all costs and expenses already incurred by TUBEX and its subcontractors, e.g. for stock of finished and unfinished products or for construction, repro work and tools that have already been produced or rendered or that are being produced, as well as stock of purchased parts.

15.2 Transfer of Orders or Assignment of Rights from

         Contracts:

The identity of Client is of essential importance for the decision of TUBEX to accept an order. Accordingly, orders must not be assigned or transferred to any third parties wholly or in part without our written consent. Client also shall not have the right to transfer any rights due to him from a contract with TUBEX to any third parties without the consent of TUBEX. TUBEX shall have the right to assign orders of Client to a third party of his choice without limitation and to transfer the respective connected rights and obligations to his holdings, each subject to an appropriate advance written notification of Client.

The plans, constructions, drawings, casting dies, photographs, production figures, models, technical and commercial material lists, recommendations, test results, catalogues, brochures, manuals, patents, drafts, comments and generally any documents, as well as any written or oral information disclosed to Client (hereinafter jointly "Intellectual property") shall be and remain the property of TUBEX.

Accordingly, Client must not use, pass on or reproduce any intellectual property without our written consent. Transfer of intellectual property or know-how of TUBEX to Client or of rights of Client in constructions and models that are installed in products developed by TUBEX shall be on a non-exclusive basis and shall not limit the right of TUBEX to produce products for other customers using this intellectual property or know-how.

If any provisions of these sales conditions or the contract are declared non-enforceable or turn out to be invalid, this shall not affect the validity of the remaining provisions of these sales conditions or this contract.

The place of jurisdiction shall be the seat of TUBEX. TUBEX shall, however, have the right to also raise a claim against Client at the court of his seat. Where the order confirmation does not indicate anything deviating, the site of performance for our services shall be the seat of TUBEX. The place of performance for payment obligations shall be the seat of TUBEX.

The effectiveness, interpretation and performance of a purchasing contract for products shall be subject to the law of the Federal Republic of Germany and shall be interpreted and enforced according to the law of this state, notwithstanding its conflict of laws provisions. The Vienna UN purchasing law convention from 11 April 1980 shall not be applied to the sale of products.

Applicable in business relationships with a corporate entity, with legal entities under public law and with public law special forms. Non-applicable in legal relationships with consumers under the consumer protection act (following § 13BGB):

These purchase terms and conditions apply to all our (Tubex Wasungen GmbH, Aluminiumstraße 1, 98634 Wasungen) orders, as well as to all expressions of will, submitted by us in relation to purchase or procurement of goods, services or internal services, such as purchase of raw materials, semifinished products, accessories, sourced components, or in relation to provision of services to a plant or other services (hereinafter referred to as: “subject of the contract”) to suppliers or other persons, as well as to potential contractors (hereinafter referred to as: “supplier”).

These purchase terms and conditions have exclusive validity; any contradictory General Trade Conditions of the supplier, or conditions different from our purchase terms and conditions, shall be accepted only as consented to in writing. Acceptance of receipt of goods or services of the supplier, or of subject of the contract or payment shall not be interpreted as consent to trade conditions of the supplier with their subsequent validity.

2.4 Cost budgets are binding and free of charge, unless explicitly agreed otherwise.
2.5 If our order does not specifically state a binding deadline, it shall be binding one week after its date. The relevant indicator of a timely receipt on the part of the supplier shall be delivery of the receipt declaration at our location.
2.6 Release commands in planning of orders and releases shall be binding, unless the supplier expresses disagreement within two working days.

3.1 Deviations from our contracts and orders are allowed only after our previous written consent.
3.2 The agreed times and deadlines are binding. The relevant indicator for compliance with delivery times or deadlines is receipt of the subject of the contract at our location. If „franko plant“ (DAP or DDP according to Incoterms 2010) delivery was not agreed, the supplier has to deliver the subject of the contract on time in view of the time for reloading and dispatch agreed on with the carrier.
3.3 If the supplier accepts an installation or an assembly and it has not been otherwise agreed, the supplier shall bear, with reservation regarding different regulations, all the necessary ancillary costs, such as travel costs, costs related to preparation of equipment as well as starting-up.
3.4 If the agreed deadlines are not observed, statutory regulations shall apply. If the supplier expects challenges in relation to production, procurement of material, observance of delivery deadlines or similar, which could hinder timely delivery or delivery in the agreed quality, it is obliged to immediately inform our department in charge of orders.

3.5 Acceptance of a delayed delivery or service without reservation shall not mean waiver of the entitlement to compensation arising due to delayed delivery or service; this shall apply until the full payment of our outstanding remuneration for the respective delivery or service.
3.6 As a general rule, partial deliveries are not allowed, unless we explicitly agree to them or they are requested.
3.7 Relevant values of quantities, weight and dimensions, with reservation to other evidence, shall be the values identified during inspection of the goods upon receipt.
3.8 We are entitled to the use of the software included in the scope of delivery including documentation, in the extent specified by the law (Section 69a et seq. of the copyright act).
3.9 We are entitled to the use of such software including documentation with the agreed characteristics and in the extent that is necessary for use of the product in accordance with the contract. We are allowed to create a backup copy without a specific agreement.

4.1 Force majeure, operational breakdowns outside of our fault, disturbances, official measures and other unforeseeable events release us in the time of their duration from the obligation of timely acceptance of receipt. During such events as well as within two weeks after their termination we are – without prejudice to other rights – entitled to withdraw from the contract in full or partial extent, provided that such events are not insignificant and that our demand decreases significantly due to the need for another way of procurement.ert.

4.2 Provisions under 4.1 apply also in the case of competition for work.

Information in our orders and release commands shall apply. An invoice will be issued containing the purchase order number and other items, by E-Mail to rechnungen@tubex-wasungen.de; it must not be attached to the consignments.

If it was specifically agreed, the prices shall be understood as prices with delivery from the indicated location (DAP according to Incoterms 2010) including the packaging. Value added tax is not included in the price. The supplier bears the respective risk until the moment of acceptance of receipt of the subject of the contract by us or by a person authorised by us at the location to which the subject of the contract is supposed to be delivered according to the contract.

Unless specifically agreed, the invoices shall be paid either within 20 (twenty) days with a 3% (three percent) deduction or within 60 (sixty) days with no deduction from maturity date of the receivable and receipt of the invoice as well as the subject of the contract or provision of the service. Payment shall be made after checking of the invoice.

8.1 The supplier guarantees that the subject of the contract is of the agreed quality and that it corresponds to the intended use, if applicable, the supplier undertakes the obligation to perform a final inspection of the subject of the contract in relation to materials, labelling and design in accordance with the standards and to deliver it only after such inspections.
8.2 Consignment shall be accepted with reservation to inspection of perfect conformity, particularly with regard to correctness and completeness, if and when possible in accordance with proper course of trade. Deficiencies are claimed immediately after their identification. In this context, the supplier waives objections regarding delayed claims.
8.3 Legal provisions regarding material and legal deficiencies shall apply, unless otherwise established below.
8.4 We have the primary right to choose the way of supplementary performance. Supplier may reject our chosen way of supplementary performance, if it is only possible to provide it with inadequately high costs.
8.5 If the supplier fails to begin to remove the deficiencies immediately after our invitation, then, where necessary, we shall be entitled, in particular in order to avert any acute risks or to prevent greater damage, to remove the deficiencies at the costs of the supplier or to have them removed using a third party.

8.6 In the case of legal deficiencies, the supplier releases us from any claims of third parties that may arise, unless the supplier is not liable for the respective legal deficiency.

8.7 Claims arising due to deficiencies shall be time-barred – except for cases of bad faith – after 3 (three) years, unless the subject is used for a correspondingly normal purpose for a construction work and causes its deficiencies. The limitation period begins at the moment of dispatch of the subject of the contract (transfer of risk). A claim is made on time, if it is delivered within 14 working days from receipt of the goods at the location of the supplier or, in the case of hidden deficiencies, from the moment of their identification. Supplier waives objections due to delayed claims (Sections 377, 381 paragraph 2 of the Commercial Code) in the event of non-obvious deficiencies.
8.8 If the supplier fails to fulfil its obligation of supplementary performance in the form of a replacement delivery, then the limitation period for the replacement subject of the contract/goods supplied as a replacement, shall start running again after the dispatch, unless the supplier with regard to the supplementary performance explicitly points out the reservation that it will provide the replacement delivery only as extraordinary performance in order to prevent disputes or in the interests of continued supplier relationship.
8.9 If costs arise for us due to faulty delivery of the subject of the contract, particularly costs related to transport, travel, labour, assembly, disassembly or costs related to material or to entry inspection, that exceed the standard range, such costs shall be borne by the supplier.

The supplier guarantees that the subject of the contract and its appreciation or use on our part is not in violation of any patents or other protective rights of any third parties. It shall release us and our recipients from all claims arising from the use of such protective rights.

This shall not apply if the supplier manufactured the subject of the contract in accordance with our submitted drawings, models or similar other descriptions or requirements, and it has no knowledge or means of knowledge of violating protection rights in relation to the manufactured products.

10.1 In case a claim arises under product liability, the supplier is obliged to release us from such claims, if and when the flaw was caused due to a flaw of the subject of the contract supplied by the supplier. In cases of liability based on the fault, this shall only apply in the event that the fault is on the side of the supplier. If the cause of damage falls within the area of liability of the supplier, the supplier must prove that it did not cause the damage.
10.2 In situations under point 10.1, the supplier assumes all costs and expenditures including the costs of possible legal penalties.

10.3 Further, legal provisions shall apply.
10.4 Prior to a retroactive revocation which is fully or partially a result of a deficiency of the subject of the contract delivered by the supplier, we shall inform the supplier, we shall offer the supplier an opportunity to cooperate and we shall agree on effective implementation, unless informing of the supplier or participation of the supplier are not possible due to the need for quick action. If the revocation is a result of a deficiency of the subject of the contract delivered by the supplier, the supplier shall bear the costs of the revocation.

11.1 Beyond the scope of the statutory rights to contract withdrawal, we are entitled to withdraw from the contract or to terminate the contract with immediate effect, if the supplier has stopped deliveries to its customers, if the economic situation of the supplier has worsened considerably or such worsening is impending which puts at risk performance of binding deliveries in relation to us, if the supplier becomes insolvent or involved in debt or if it suspends its payments.
11.2 We are also entitled to withdraw from the contract or to terminate the contract in the event the supplier applies to open insolvency proceedings or comparable proceedings in relation to its property and payment of debts.
11.3 If the supplier provided partial performance, we shall be entitled to withdraw from the contract in full extent only in the event we are not interested in partial performance.

11.4 If on the basis of the above specified withdrawal from the contract or termination of the contract we withdraw from, or terminate, the contract, the supplier shall be obliged to compensation of the losses incurred, unless it is not responsible for arising of the entitlement to withdraw from, or terminate, the contract.
11.5 Contracts without specified duration and contracts of duration over 1 year may be terminated with a 3-month notice period.
11.6 If in the case of long-term contracts (contracts with validity over 24 months and without specified period of validity) there is a significant change of wage costs, material costs or energy costs, then each of the contracting parties shall be entitled to request an appropriate modification of the price in view of those factors.
11.7 Legal rights and entitlements are not in any way limited by the provisions under point 11.

Persons performing work at the premises of our plant for the purpose of the contract performance are obliged to observe the provisions of the respective operation guidelines. Our liability for any injuries which occur to such persons at the premises of the plant is excluded, unless they were caused intentionally or due to a serious violation of obligations of our legal representatives or assistants.

Any substances, components, containers/packaging and special packaging provided by us shall remain our property. They may only be used in accordance with their intended purpose. Treatment of substances and assembly of components shall be provided by us. We have agreed that regarding the relationship between the value of the preparation and the value of the complete product we shall have co-ownership rights in the case of products manufactured using our substances and components, and the supplier shall grant us such co-ownership rights in such extent.

14.1 All commercial or technical information we disclose (including specifications related to the provided objects, specifications in the documents or software provided, and other knowledge or experience) shall be protected in relation to third parties and shall be subject to obligation of secrecy, if and when it is not publicly known, and it may be disclosed in supplier‘s own plant only to persons who need such information for the purpose of delivery for us and who are also bound by the obligation of secrecy; this information remains our exclusive property. Without our prior written consent such information – with the exception of deliveries for us – must not be copied or used for commercial purposes. At our request all the information obtained from us and any objects borrowed from us (possibly including any copies or records that have been made) must be immediately and fully returned or destroyed.

We reserve all rights to such information (including copyrights and rights for registration of industrial protection rights as patents, utility models, semiconductor protection, etc.). If such information has been disclosed to us by a third party, this right shall be reserved also in favour of third parties.
14.2 Products manufactured based on documents prepared by us, such as drawings, models and similar, or based on our confidential information or using our equipment or by our equipment must not be used by the supplier for the supplier‘s own purposes or offered or supplied by the supplier to third parties. That shall apply to that effect also to our printing.

15.1 The supplier undertakes to comply with the relevant data protection regulations, in particular the provisions of the EU- Data Protection Regulation (DS-GVO) and the German national Federal Data Protection Act (BDSG), when providing the contractual services as the responsible party or processor. Supplier shall be responsible for the lawful handling of the personal data made available to him by us for the provision of the contractual services, without prejudice to the further provisions in this Section 15. The supplier shall also be responsible for compliance with the formal data protection regulations (e.g. appointment of a data protection officer, performance of a data protection impact assessment, maintenance of processing directories).
15.2 The supplier undertakes to process the personal data made available to it by us exclusively in a lawful and transparent manner, in good faith and exclusively for the provision of the contractual services. Any further use of the data, in particular such use for the supplier's own purposes or for the purposes of third parties, is not permitted. Furthermore, the supplier shall limit the processing in terms of content and time to the absolutely necessary extent and shall ensure the accuracy of the data and their integrity and confidentiality.
15.3 The supplier undertakes to take technical and organizational measures to the extent provided for by the relevant data protection regulations to safeguard the confidentiality, availability, integrity and authenticity of the personal data made available to it by us. This obligation also includes measures to ensure data protection by technology (privacy-by-design) and data protection-friendly default settings (privacy-by-default).

15.4 The supplier undertakes to use only employees for the provision of the contractual services who have been familiarized with the statutory provisions on data protection and the special data protection requirements of our orders and contracts by means of suitable measures and, insofar as they are not already subject to appropriate statutory confidentiality obligations, have been comprehensively obligated in writing to maintain confidentiality (formerly data secrecy).
15.5 If the processing of personal data takes place as commissioned processing, the parties shall immediately conclude a contract for commissioned processing in accordance with the statutory provisions of Art. 28 DS-GVO.
15.6 We comply with the statutory data protection provisions, in particular the provisions of the EU General Data Protection Regulation (DSGVO). We process the prospect, supplier and customer information provided to us exclusively for the purpose of implementing the respective negotiated framework or individual contracts. The storage of information on prospective customers, suppliers and customers serves only to contact the responsible persons in the areas of purchasing, finance, logistics and operations for the purchase of products and services and for the provision of services. Any data subjects may contact us at any time to request information about their stored contact data - at the following e-mail address: Datenschutz@tubex-wasungen.de

16.1 The supplier undertakes to observe the relevant legal regulations regarding treatment of employees, protection of the environment and occupational safety, and it shall make effort toward eliminating negative impact on people and on the environment during performance of its activities. For this purpose and within its means the supplier shall implement the ISO 14001 management system and shall continue to develop it. The supplier shall also respect the Global Compact Initiative principles of sales law under the legislation of the United Nations. These are related particularly to protection of international human rights, the right to collective negotiations, eradication of forced labour and child labour, eradication of discrimination in the recruitment process and during employment, responsibility for the environment and prevention of corruption. More information on Global Compact Initiative and sales law under the legislation of the United Nations is available at www.unglobalcompact.org.
16.2 The supplier undertakes in particular:
16.2.1 that it shall not, within the business interconnection with us, offer advantages in business relationships or during communication with representatives of authorities, or grant such advantages, request them or accept them, if such advantages are a violation of the anti- corruption legislation in force.
16.2.2 that it shall not, within the business interconnection with us, conclude any agreements or mutually agreed ways of conduct with other companies which would result in prevention, limitation or falsification of competitors under applicable law on cartels.

16.2.3 that it shall observe the legislation in force regarding regulation of general minimum wage and that it shall in the same extent bind by this obligation also its authorized subcontractors. Upon request the supplier shall prove the observance of the above points. In the event of violation of the above points, the supplier shall release us from any claims by third parties and it shall be obliged to pay the respective fine imposed on us in this context.
16.2.4 that it shall observe the relevant legal regulations regarding treatment of employees, protection of the environment and occupational safety, and it shall make effort to avoid any negative impact of its activities on people and on the environment.
16.2.5 that it shall ensure full protection of personal data received during or with respect to a contract with us and to handle the data in accordance with the Basic Data Protection Regulation (Datenschutzgrundverordnung = “DSGVO”) and the German Federal Data Protection Act (Bundesdatenschutzgesetz = “BDSG”). In particular, the supplier undertakes to collect, process or use personal data only within the scope and limits of the DSGVO and the BDSG and to pass them on exclusively to those external service providers with whom the supplier cooperates in a data protection-compliant manner by way of order processing (Art. 28 DSGVO).
16.3 In the event the supplier repeatedly and/or despite the respective warning behaves unlawfully and fails to prove that the violation of legal regulations has been remedied and that the supplier has taken adequate measures to prevent violation of legal regulations in future, as well as in the event of a serious violation of regulations by the supplier, we reserve the right to withdraw from the existing contracts or to terminate them with immediate effect.

In particular, but not limited to, the following events shall be considered as grounds of force majeure if they occur after the conclusion of the Contract - or when they have occurred before that time, if their effects were not clearly foreseeable before the conclusion of the Contract - and they prevent, hinder or delay us to purchase or take delivery of Goods or Services or otherwise fulfilment by us of our obligations under the Contract: Any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, tsunami, subsidence, structural damage, pandemic, epidemic or other natural physical disaster, general shortage or restrictions in the use of water, fuel, power, gas or raw or auxiliary materials, general shortage of transport, obstruction of railways or navigation at port of shipment, loss or detention at sea, breakdown of plant and/or machinery, blockade, requisition, embargo, currency restrictions, export or import prohibitions or restrictions, war, war risk, military operations, terrorist action, insurrection, riot, crowd disorder, strike and likewise labour conflicts, non-delivery, faulty or delayed delivery by our other suppliers of raw material or other commodities for production or other disruption of supply chains and any other circumstances beyond our reasonable control.

We shall immediately inform in writing the supplier on any event of force majeure hindering or delaying performance by us of our obligations under the Contract and the expected duration thereof. Force majeure events, for their duration and to the extent of their effect, shall release us from the obligation to purchase or take delivery of Goods or Services or otherwise fulfil our obligations under the Contract. In the event of a case of force majeure preventing us from fulfilment of our obligations under the Contract, we may at our option either suspend for certain term performance under the Contract or immediately or at a later stage cancel the Contract without liability on our side.

Performance Location of contract performance is the place where the supplier is supposed to deliver the subject of the contract, or provide the service, in accordance with the contract.

19.1 If one of the provisions of these terms and conditions and other agreements is or becomes ineffective, it shall not affect the validity of other provisions. The contractors are obliged to replace an ineffective provision with a provision of similar economic intention.
19.2 The contractual relationships shall be governed exclusively by the German law without regard to its conflict of law provisions.

19.3 The place of jurisdiction in all disputes which arise directly or indirectly under the contractual relationships the basis of which are these purchase terms and conditions shall be D-98634 Wasungen, Germany. We are also entitled to take legal action against the supplier at our discretion at the court in the place of the registered office or a branch of the supplier or at the court in the place of the location of contract performance.