GENERAL TERMS OF SALE AND DELIVERY
Duellberg Konzentra GmbH & Co. KG

§ 1 Scope

(1) These terms of sale and delivery shall exclusively apply to Duellberg Konzentra deliveries unless different terms and conditions have been expressly approved by Duellberg Konzentra in writing. These terms of sale and delivery shall also apply in case Duellberg Konzentra delivers the goods without any reservations and/or accepts the order without any reservation, in spite of being aware of any purchaser’s conditions that are in conflict with or deviate from these terms of sale and delivery.
(2) These terms of sale and delivery shall also apply to any future business transactions with the purchaser.
(3) Duellberg Konzentra herewith expressly objects any agreements or side letters deviating from these terms unless such have been approved in writing by Duellberg Konzentra. Any approved deviations shall only apply to a certain individual case and shall have no effect in future.
(4) The Buyer may only assign any claims arising from transactions with Duellberg Konzentra with explicit consent of Duellberg Konzentra.

§ 2 Offer, Conclusion of Contract

(1) Duellberg Konzentra’s offers are without engagement, but have to be accepted within a period of ten (10) days.
(2) An order placed by the purchaser shall be deemed to be a legally binding offer to conclude a contract.
(3) A supply agreement shall only enter into effect upon a written confirmation of order by Duellberg Konzentra. The contents of such confirmation shall be decisive for the contents of the agreement. In case the purchaser does not object thereto immediately, such contents shall form the basis for the agreement.

§ 3 Terms of Payment

(1) All prices quoted are ex works and net of the statutory VAT valid at the time. Taxes, surcharges, import and export fees as well as customs fees may arise in addition thereto.
(2) Invoices are due and payable within ten (10) days upon receipt of such invoice without any deductions. The legal provisions concerning the consequences of delays in payment shall apply.
(3) The purchaser shall only have rights of set-off if its counterclaims have been legally established, are undisputed and recognized by Duellberg Konzentra. Moreover, the purchaser may only exercise its right of retention to the extent its counterclaim is based on the same transaction.

§ 4 Warranty / Damages / Liability

(1) The purchaser has the obligation to inspect the goods received for defects immediately upon receipt. The purchaser must inform Duellberg Konzentra in writing of obvious defects immediately but no later than seven (7) business days upon receipt of the delivery; in case of hidden defects, within seven (7) business days upon detection. Otherwise, the delivery shall be deemed to have been accepted.
(2) The purchaser must grant Duellberg Konzentra the opportunity to verify the complaint, and must above all provide Duellberg Konzentra with the defective goods and the associated packaging for inspection.
(3) In case a rectification of defects or a substitute delivery is not possible or is rejected or is not effected or failed for other reasons attributable to Duellberg Konzentra within a reasonable period of time granted by the purchaser, the purchaser has the option – in its sole discretion – to either rescind the agreement or reduce the purchase price. No time limit must be set unless required by law.
(4) Any additional claims by the purchaser, in particular to damages instead of per- formance and to replacement of another direct or indirect damage, including collateral or consequential damage, regardless of the legal grounds therefore, shall be excluded. This shall not apply in case
a) Duellberg Konzentra fraudulently concealed a defect of title or a material defect or assumed a guarantee for their absence or for the condition of the goods;
b) the damage is attributable to willful intent or gross negligence by Duellberg Konzentra, one of its legal representatives or vicarious agents or to a negligent violation of material contractual obligations by Duellberg Konzentra or such persons;
c) a culpable violation of obligations by Duellberg Konzentra or its legal representatives or vicarious agents led to a bodily injury or an injury to health;
d) the product liability law is applicable. In case of slight negligence, Duellberg Konzentra’s obligation is restricted to an amount for foreseeable damages typical for such contract.
(5) The provisions according to the sub-section above shall apply mutatis mutandis to direct claims by the purchaser vis-à-vis the legal representatives or vicarious agents of Duellberg Konzentra.

§ 5 Involvement of Subcontractors

(1) In case the defective delivered item is a product that Duellberg Konzentra purchased in whole or in part from a third party, Duellberg Konzentra is entitled to assign its rights concerning material defects vis-à-vis the subcontractor to the purchaser and inform the purchaser of its option to assert claims against the subcontractor in and out of court. In this case, claims against Duellberg Konzentra for the defectiveness of the item can only be asserted in case the claims against the subcontractor are not enforceable despite an assertion of claims in or out of court in due time and/or in case the assertion of claims is unreasonable in individual cases.
(2) This shall not apply to claims for damages according to section 4 (4).

§ 6 Statute of Limitations

(1) Any and all claims of the purchaser, irrespective of their legal grounds, become statute-barred after 12 months, insofar as this is legally admissible.
(2) This shall not apply to claims for damages according to section 4 (4).
(3) This shall not affect the limitation period for recovering from the supplier as provided for under sections 478, 479 of the German Civil Code.

§ 7 Retention of Title

(1) Duellberg Konzentra reserves the right to retention of title to the delivered items until receipt of full payment for the respective shipment.
(2) The purchaser undertakes to obtain adequate replacement value insurance for the goods against fire, water and theft at its own expense.
(3) The purchaser shall be entitled to resell the goods subject to retention of title in its ordinary course of business. Already now, the purchaser assigns to Duellberg Konzentra its claims resulting from the resale of the goods subject to retention of title. Duellberg Konzentra accepts such assignment. The purchaser shall be entitled to collect the assigned sum due as long as it fulfills its own payment obligations. In case of any delay in payment on the part of the purchaser, Duellberg Konzentra shall be entitled to withdraw such collection authorization. In such a case, the purchaser shall be obliged, upon Duellberg Konzentra’s request, to provide Duellberg Konzentra with all the information necessary for collection and to allow a
Duellberg Konzentra representative to verify the valid existence of the assigned claim based on the purchaser’s accounting documents and the purchaser shall be obliged to inform its debtors of such assignment.
(4) If Duellberg Konzentra’s title to the goods extinguishes due to the goods being mixed or blended with other goods or due to being processed and the purchaser becomes the owner of the delivered item, then the purchaser hereby assigns as security to Duellberg Konzentra in advance a pro rata co-owner’s share in the value of the new item being produced. Duellberg Konzentra hereby accepts such assignment. Physical transfer shall be replaced by gratuitous deposit.
(5) The purchaser must inform Duellberg Konzentra immediately of any third party claims to Duellberg Konzentra’s property and, upon agreement with Duellberg Konzentra, the purchaser shall be obliged to take appropriate legal steps against such claims at its own expense.
(6) In case of any delay in payment on the part of the purchaser or if an application to subject the purchaser’s assets to insolvency proceedings has been filed or in case of an assignment of the contingent rights to third parties or if the purchaser’s business is transferred to a third party, Duellberg Konzentra shall be entitled to take back the delivered goods and in order to do so, Duellberg Konzentra shall be entitled to enter the purchaser’s premises within regular business hours. Duellberg Konzentra shall then be entitled to freely dispose of such goods subject to a retention of title. Any proceeds from such disposal must be set off against the purchaser’s debts (less reasonable expenses for such disposal) and any balance must be disbursed to the purchaser.
(7) Upon the purchaser’s request, Duellberg Konzentra undertakes to release any collateral securities to the extent the value of these collateral securities exceeds the value of the as of yet unfulfilled claims to be secured by such collateral securities by more than 10 percent. Duellberg Konzentra shall be entitled to freely select the collateral securities to be so released.

§ 8 Packaging

Unless otherwise stated in the order confirmation, the packaging shall be non- returnable packaging. If the parties agreed on using returnable packaging, such packaging must be returned free of charge in good, serviceable, clean and washed condition to the Duellberg Konzentra plant from where it was delivered; otherwise, such packaging shall be deemed to have been purchased by the purchaser at replacement value. In case of any returns, the customer number, invoice number and the batch number of the container must be stated.

§ 9 Shipment

(1) Shipment and transport shall be effected at the purchaser’s risk and expense. Upon the purchaser’s request and at its expense, Duellberg Konzentra shall obtain transport insurance covering the usual transport risks.
(2) Should shipment be delayed due to the purchaser’s fault, the goods shall be deposited or stored in Duellberg Konzentra’s premises at the purchaser’s risk and expense.

§ 10 Delivery / Delivery Date

(1) As long as not contrary agreed it is herewith deemed to be agreed delivery of all goods by Duellberg Konzentra upon the condition EXW.
(2) Delivery dates shall be agreed upon by the parties. If the parties agreed on a delivery period, such period shall begin as of the date of the order confirmation.
(3) The compliance with dates for delivery and service shall be subject to a timely receipt of any and all documents to be procured by the purchaser as well as to a timely provision of information and fulfillment of any other obligations by the purchaser. If these pre-conditions are not fulfilled in due time, the delivery periods shall be extended accordingly. However, this shall not apply if Duellberg Konzentra is responsible for such delay.
(4) In addition, Duellberg Konzentra’s compliance with agreed upon delivery periods and dates shall be subject to a delivery in due time by its own subcontractors. Should Duellberg Konzentra, due to any delay in delivery by one of its subcontractors, not be able to comply with agreed upon delivery periods and dates due to circumstances beyond its control and despite having observed all commercial duties of care, Duellberg Konzentra shall not be liable for delays in delivery. In such case, Duellberg Konzentra undertakes to assign to the purchaser any claims for damages it may have against such subcontractors.
(5) In cases of force majeure, strikes, non-culpable inability to perform as well as unfavorable whether conditions, the delivery period shall be extended by a period of time corresponding to the duration of such event beyond Duellberg Konzentra’s control.
(6) If Duellberg Konzentra becomes aware of the fact that it will not be able to comply
with an agreed upon date, it shall inform the purchaser thereof as soon as practicable.

§ 11 Reservation of the Right to Rescind the Contract

Duellberg Konzentra shall be entitled to rescind the contract if delivery is materially impeded or rendered impossible due to force majeure, strikes or natural disasters or any failure to deliver or to deliver in due time or correctly on the part of any subcontractor and if such event is continuing and not within Duellberg Konzentra’s control.

§ 12 Use of the Products

(1) To the extent that the use of the products supplied by Duellberg Konzentra is subject to specific legal requirements or regulatory obligations – in particular with regard to their use in cosmetic or pharmaceutical preparations, foodstuffs or luxury foods, or animal feed it shall be the purchaser‘s responsibility to verify whether the products are suitable for such use and whether the final product complies with the applicable legal regulations.The purchaser must ensure that all relevant legal requirements are fulfilled. This applies equally, and in particular, if the purchaser involves third parties, e.g. for storage purposes. By placing an order, the purchaser confirms that they are legally entitled to use the products for the intended purpose. Any deviations must be agreed in writing.
(2) Duellberg Konzentra shall not assign any intellectual property rights to the purchaser with the
sale of the products. The same shall apply if the purchaser wishes to subject Duellberg Konzentra to any deviating conditions by means of separate documents.

§ 13 Place of Performance, Place of Venue, Applicable Law, Miscellaneous

(1) Unless otherwise expressly agreed upon, the seat of Duellberg Konzentra shall be the place of performance.
(2) Hamburg shall be the exclusive place of venue for any disputes from the supply agreement.
(3) The agreement shall be subject to the laws of the Federal Republic of Germany. The application of the UN Sales Convention shall be excluded.
(4) Should one of the provisions in these terms and conditions or a part of a provision be or become ineffective, this shall not affect the other provisions and/or the remaining part of the provision.

GENERAL CONDITIONS OF PURCHASE
Duellberg Konzentra GmbH & Co. KG

§ 1. Scope

(1) Any orders placed by Duellberg Konzentra shall be based exclusively on these General Conditions of Purchase. These conditions of purchase shall also apply if Duellberg Konzentra accepts deliveries and/or makes payments although it is aware of the existence of any supplier’s conditions that are in conflict with or deviating from its conditions of purchase. They shall also apply to any future business transactions with the supplier.
(2) Any deviations from these conditions of purchase shall not be effective unless approved in writing by Duellberg Konzentra. Approved deviations shall only apply to a certain individual case and shall have no effect in future.
(3) These conditions of purchase shall supersede all previous conditions of purchase.
(4) These conditions of purchase shall apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code.
(5) The Seller may only assign any claims arising from transactions with Duellberg Konzentra with explicit consent of Duellberg Konzentra.

§ 2. Placement of Orders

(1) Orders need to be placed in writing in order to be binding. The same shall apply to other agreements made before or after the conclusion of contract. Orders placed orally or via telephone must be subsequently confirmed in writing by Duellberg Konzentra in order to be legally valid. The same shall apply to oral collateral agreements and changes to the contract.
(2) Orders placed by Duellberg Konzentra can only be accepted within ten (10) calendar days from the date of order.
(3) Without Duellberg Konzentra’s prior written consent, the supplier is not entitled to outsource the performance of the contract to third parties.
(4) The supplier must treat the conclusion of contract confidentially and shall only be allowed to make reference to its business relationship with Duellberg Konzentra in its advertising materials upon Duellberg Konzentra’s written consent.
(5) The contractual parties agree that any and all commercial or technical details disclosed in the course of the business relationship which are not already in the public domain shall be treated as business secrets. Any subcontractors must be subjected to corresponding obligations.

§ 3. Prices / Shipment / Packaging

(1) The agreed prices shall be fixed prices. Any costs for packaging, packaging means and transport to the address and/or location indicated by Duellberg Konzentra as well as costs for customs formalities and customs duties are included in these prices. The supplier must show statutory VAT separately on its offers and invoices.
(2) The supplier shall be obliged to indicate Duellberg Konzentra’s order no. as well as all other order information (date, quantity, etc.) as given in the order on all shipping documents, delivery notes and invoices. If the supplier fails to do so, Duellberg Konzentra shall not be liable for any consequential delays in processing.
(3) Shipment will be effected at the supplier’s risk and expense. The risk of deterioration including accidental loss shall thus be borne by the supplier until delivery to the address and/or location indicated by Duellberg Konzentra.
(4) The supplier shall be obliged to take back the packaging in accordance with legal provisions. The goods must be packed in such a manner that they are protected from damage during transport. Reusable containers must be marked accordingly.
(5) Any costs for improper packaging or improper shipment shall be borne by the supplier.

§ 4. Terms of Payment

(1) The supplier’s invoices are due and payable within sixty (60) days upon delivery and receipt of invoice. If the subject matter of the contract is the provision of a work performance by the supplier, “delivery” shall be replaced by “acceptance”. Payment does not imply any statement as to the quality of the delivery nor shall it restrict any rights Duellberg Konzentra may have. The supplier shall grant a discount of three percent (3 %) for payments within ten (10) days upon receipt of invoice.
(2) Duellberg Konzentra shall be entitled to rights to set-off and retention rights in accordance with legal provisions.
(3) In case of any delay in payment, Duellberg Konzentra’s liability shall not exceed the statutory default interest rate.

§ 5. Delivery Dates / Delays in Delivery / Force Majeure

(1) Agreed delivery dates shall be binding. The supplier shall be in default after the lapse of a delivery date. No reminder shall be necessary in order to establish the status of “default”. In case of an obligation to be performed at the creditor’s place of business, a date of delivery or delivery period shall be deemed to have been complied with upon receipt of the goods at the address and/or location stated by Duellberg Konzentra.
(2) If the supplier notices that it will not be able to meet an agreed date of delivery for whatever reason, it must inform Duellberg Konzentra immediately thereof in writing, stating the reasons and the estimated duration of the delay. The supplier shall cover any additional costs for replacement deliveries at the earliest possible date.
(3) If the supplier is in default due to any non-compliance with a date of delivery, Duellberg Konzentra shall be entitled to demand a contractual penalty amounting to 0.2 percent of the order value for every business day, however, not more than 5 percent of the order value. Duellberg Konzentra reserves the right to assert the contractual penalty until payment of the invoice. The contractual penalty must be set off against any claims for damages caused by the delay. Duellberg Konzentra reserves the right to assert additional claims for damages.
(4) If no specific date of delivery has been agreed upon, deliveries shall be effected on business days during normal business hours in accordance with the order.
(5) The signature of the delivery note and/or the actual acceptance of the delivered goods do not imply any statement as to whether a shipment corresponds to the specifications.
(6) Duellberg Konzentra shall not accept partial deliveries unless otherwise expressly agreed upon.

§ 6. Passing of Risk / Supplier’s Retention of Title

The title to the delivered goods shall pass to Duellberg Konzentra upon delivery.

§ 7. Quality

(1) Delivered goods must comply with legal regulations, the agreed specifications and the recognised state of the art in science and technology.
(2) Containers must comply with legal regulations of the country of destination, the agreed specifications and the recognised state of the art in science and technology.

§ 8. Liability

The supplier shall be liable for any breach of contract in accordance with legal provisions unless otherwise stated in these business terms and conditions.

§ 9. Notification of Defect / Warranty

(1) Upon receipt, Duellberg Konzentra shall effect spot checks in order to inspect the delivered goods for deviations in quality and quantity. Any notification of defect made by Duellberg Konzentra shall be deemed to have been effected in due time if made within seven (7) working days upon receipt and/or within seven (7) working days upon detection of a hidden defect (Duellberg Konzentra shall only be obliged to prove that such notification was sent in due time).
(2) Duellberg Konzentra’s rights in case of defects in quality and defects of title shall be subject to the statutory provisions, amended as follows:
a) Any claims based on defects shall become statute-barred after two years upon the transfer of the delivered item to Duellberg Konzentra or to a third party designated by Duellberg Konzentra at the location designated by Duellberg Konzentra, unless a longer period of time is provided for by law. In cases in which an acceptance is provided for by law or by contract, the limitation period shall begin upon acceptance.
b) In case of defective deliveries or packaging, Duellberg Konzentra shall be entitled to demand, at its discretion, rectification or a replacement delivery. In case of imminent danger or if the supplier is in default concerning subsequent performance demanded by Duellberg Konzentra, refuses to perform or fails to effect the subsequent performance demanded by Duellberg Konzentra, Duellberg Konzentra shall be entitled to remedy the defects, have such defects remedied by third parties or obtain a substitute, each at the supplier’s expense. Whether there is imminent danger or not is to be evaluated according to one’s best judgement.
c) For rectified items or items delivered as substitutes, the period of limitation specified in a) above shall recommence upon rectification and/or substitute delivery.
d) The supplier shall cover any costs in connection with goods not accepted by Duellberg Konzentra.
(3) If Duellberg Konzentra is subject to any third party claims due to a defective product and such defectiveness occurred due to a defectiveness of goods delivered by the supplier, the supplier must indemnify Duellberg Konzentra against such claims for damages upon Duellberg Konzentra’s first request.
(4) In case of defects in title, the supplier shall indemnify Duellberg Konzentra against any possible third party claims.
(5) The supplier shall obtain adequate insurance against all risks relating to product liability, including the risk of recall, and the supplier will allow Duellberg Konzentra to inspect the insurance policy upon request.

§ 10. Place of Performance, Place of Venue, Applicable Law, Miscellaneous

(1) Unless otherwise agreed upon expressly, the seat of Duellberg Konzentra shall be the place of performance.
(2) Hamburg shall be the exclusive place of venue for any disputes from the supply agreement.
(3) The UN Sales Convention shall apply. For any legal issues beyond the scope of the UN Sales Convention, the laws of the Federal Republic of Germany shall apply.
(4) Should one of the provisions in these terms and conditions or a part of a provision be or become ineffective, this shall not affect the other provisions and/or the remaining part of the provision.