General Terms and Conditions of Purchase of Mayer-Kuvert-network GmbH and its Affiliated Companies

§ 1 Scope, Form

(1) These General Terms and Conditions of Purchase (GTC) apply to all business relationships with our business partners and suppliers ("seller or contractor"). The GTC only apply if the seller or contractor is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special public fund.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods or machinery/equipment"), regardless of whether the seller or contractor manufactures the goods themselves or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC apply as a framework agreement to similar future contracts, in the version valid at the time of the buyer's order or at least in the last version communicated to them in written form, without us having to refer to them again in each individual case.

(3) These GTC apply exclusively. Any deviating, conflicting, or additional general terms and conditions of the seller or contractor shall only become part of the contract if we have expressly agreed to their validity in writing. This requirement of consent applies in any case, for example, even if the seller or contractor refers to their terms and conditions in the order confirmation and we do not expressly object to them.

(4) Individual agreements (e.g., framework delivery contracts, quality assurance agreements) and information in our order take precedence over the GTC. In case of doubt, trade clauses are to be interpreted in accordance with the Incoterms^® issued by the International Chamber of Commerce (ICC) in Paris in the version valid at the time of the conclusion of the contract.

(5) Legal declarations and notices by the seller or contractor regarding the contract (e.g., setting of deadlines, reminders, withdrawal) must be made in writing. In the context of these GTC, written form includes written and electronic form (e.g., letter, email, fax). Legal form requirements and other forms of evidence, particularly in cases of doubt about the legitimacy of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply, unless they are directly modified or expressly excluded in these GTC.

(7) Our GTC can be found on our website and the websites of the affiliated companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG).

§ 2 Conclusion of Contract

(1) Our order shall only become binding upon written submission or confirmation. The seller or contractor must notify us of any obvious errors (e.g., typographical and computational mistakes) and incompleteness of the order, including the accompanying documents, for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not concluded.

(2) The seller or contractor is obliged to confirm our order in writing within a period of 5 days or, in particular, to execute it unconditionally by dispatching the goods (acceptance).

(3) A delayed acceptance shall be considered a new offer and requires our acceptance.

§ 3 Delivery time and delivery delay.

(1) The delivery time stated in our order is binding. If the delivery time is not specified in the order and has not been otherwise agreed upon, it shall be 2 weeks from the date of contract conclusion. The seller or contractor is obliged to inform us in writing immediately if they anticipate being unable to meet the agreed delivery times, for any reason whatsoever.

(2) If the seller or contractor fails to perform their obligation or does not do so within the agreed delivery time, or if they are in delay, our rights, particularly the right to withdraw from the contract and claim damages, shall be determined according to the statutory provisions. The provisions in paragraph 3 remain unaffected.

(3) If the seller or contractor is in delay, we may, in addition to any further statutory claims, demand a flat-rate compensation for our delay damages amounting to 1% of the net price per completed calendar week, but not exceeding 5% of the net price of the delayed delivered goods or machinery/plant in total. We reserve the right to provide evidence of a higher damage. The seller or contractor reserves the right to prove that no damage or significantly lower damage has occurred.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

(1) The seller or contractor is not authorized to have the performance owed by him/her carried out by third parties (e.g., subcontractors) without our prior written consent. The seller or contractor bears the procurement risk for his/her services unless otherwise agreed on a case-by-case basis (e.g., limitation to stock).

(2) Delivery is made "free domicile" within Germany to the location specified in the order. If the place of destination is not specified and nothing else is agreed upon, delivery shall be made to our business address in Heilbronn, Wannenäckerstraße 65. The respective place of destination is also the place of performance for delivery and any subsequent performance (obligation to deliver).

(3) To the extent that the owed performance includes the delivery of machinery/equipment, the scope of delivery also includes installation/assembly, commissioning, training of employees, adjustment of machinery/equipment, and conducting a trial run.

(4) For the delivery of goods as well as machinery/equipment, a delivery note stating the date (issuance and dispatch), content of the delivery (item number and quantity), and our order identification (date and number) must be enclosed. If the delivery note is missing or incomplete, we shall not be held responsible for resulting delays in processing and payment. A corresponding dispatch notification with the same content must be sent separately from the delivery note.

(5) The risk of accidental loss and accidental deterioration of the goods passes to us upon delivery at the place of performance. If acceptance is agreed upon, it is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply in the case of acceptance. Delivery or acceptance is deemed to have occurred if we are in default of acceptance.

(6) The statutory provisions apply in the event of our default of acceptance. However, the seller or contractor must expressly offer his/her performance to us even if a specific or determinable calendar time has been agreed upon for an action or cooperation on our part (e.g., provision of material). If we are in default of acceptance, the seller or contractor may, in accordance with the statutory provisions, demand compensation for his/her additional expenses (§ 304 of the German Civil Code). If the contract relates to an individually manufactured, non-fungible item (custom-made product) to be produced by the seller or contractor, the seller or contractor shall only have further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

§ 5 Trial operation, acceptance

(1) After the completion of the machines/equipment, a Factory Acceptance Test (FAT) is conducted at the contractor's premises. Delivery of the machines/equipment will only take place after a successful FAT has been performed.

(2) The commencement of trial operation or any other events during the trial operation are not associated with the transfer of risk, acceptance, or the start of the warranty period. The contractor is responsible for damages caused by our employees to the machine/equipment during the trial operation, unless they can prove that the employees acted contrary to the contractor's operating instructions.

(3) Upon the completion of the agreed trial operation period, a joint acceptance of the machines/equipment is carried out with a Site Acceptance Test (SAT). If the SAT is successfully completed and the machines/equipment do not have any significant defects, we declare acceptance. The acceptance is concluded with a written acceptance protocol, which is signed by both parties.

(4) Within a maximum of 3 weeks after acceptance, the contractor must provide us with documentation, such as circuit diagrams and facility drawings, in paper format and in a suitable data exchange format (optical media, email).

(5) During the warranty period, we reserve the right to withhold a reasonable amount.

§ 6 Special conditions for shipping, quality characteristics

(1) For paper deliveries, special conditions for shipping apply additionally in the version valid at the time of contract conclusion, namely:

• For sheet deliveries, our "Pallet Regulations for Sheet Deliveries."

• For roll deliveries, our "Shipping Regulations for Roll Deliveries."

We will provide you with these special conditions if they are relevant to fulfilling an order.

(2) Deliveries that do not comply with our special conditions for shipping may be rejected by us without being considered in default of acceptance or leading to any other adverse legal consequences for us. Instead, we are also entitled to repack such deliveries according to our special conditions for shipping and charge the seller for the resulting costs.

(3) We value offers, deliveries, and the execution of environmentally friendly and energy-efficient products and services.

(4) For the delivery of envelope papers of any kind, not only those for machine enveloping, the "Quality Characteristics of Envelope Papers for Machine Enveloping" of the Association of Envelope and Paper Packaging Manufacturers (VDBF) apply. We will provide you with these if they are relevant to fulfilling an order.

(5) Sheet goods must be cut at right angles. Color specifications must be strictly adhered to.

(6) All materials and articles intended to come into contact with food must comply with applicable national and international legal regulations and relevant standards. The supplier must promptly inform us of any changes to the materials that may affect the declaration of conformity (as per EC Regulation 1935/2004). Upon our request, the seller must provide corresponding declarations of harmlessness from neutral institutes at their own expense. Similarly, the seller must provide the same documentation for designated third countries. Furthermore, the seller indemnifies us from any claims that may arise from non-compliance with and violation of applicable regulations and provisions.

§ 7 Special conditions for machinery/equipment

(1) Prior to commencing the production of machinery and equipment, all manufacturing documents, such as drawings, must be presented to us for inspection. The contractor is required to adhere to the recognized latest rules of technology and science, safety regulations, and the agreed-upon technical specifications for their deliveries.

(2) If any changes are made to the machinery/equipment after contract conclusion, in particular, drawings, operating manuals, calculations, etc., must be updated to reflect the current state.

(3) All accompanying documentation must comply with relevant regulations and standards. The documents are to be delivered in the agreed-upon quantity, in the German language, and potentially on data carriers. Copies in other languages must be separately agreed upon.

(4) Assembly and operating instructions must be provided, at the very least, in the German language, even without a separate agreement. The same applies to documents essential for repair, maintenance, and servicing.

(5) The contractor ensures compliance with applicable legal and other provisions at the contractually agreed place of use. This includes, in particular:

(a) Compliance with laws and regulations regarding environmental protection.

(b) Compliance with any applicable DIN standards, guidelines, and technical norms.

(c) Affixing the CE marking on a fully operational machine.

(d) Including a CE conformity declaration in the German language, in accordance with Annex A of the EU Machinery Directive, for a machine with a CE marking.

(e) For an incomplete machine, the manufacturer's declaration must be included in accordance with the current EU Machinery Directive (the substantial realization of the quality requirements of relevant internal market directives is made a condition). Any changes to the documentation must be promptly communicated to us.

(f) Attaching a CE conformity declaration to any supplied safety component in the sense of the EU Machinery Directive.

Failure to comply with the aforementioned regulations will result in the contract being considered unfulfilled.

(6) Changes to materials, components, or manufacturing processes must be notified at least two months prior to implementing such intended measures and are only permissible with explicit written consent.

§ 8 Prices and payment terms

(1) The price specified in the order is binding. All prices are inclusive of applicable value-added tax, unless otherwise indicated.

(2) Unless otherwise agreed upon in individual cases, the price includes all services and ancillary services of the seller or contractor (e.g., assembly, installation), as well as all ancillary costs (e.g., proper packaging, transportation costs, including any transport and liability insurance).

(3) The agreed price is due for payment within 30 calendar days from complete delivery and performance (including any agreed-upon acceptance) and receipt of a proper and verifiable invoice. If we make payment within 14 calendar days, the seller or contractor grants us a 3% discount on the net amount of the invoice. In the case of bank transfers, payment is considered timely if our transfer order is received by our bank before the payment deadline; we are not responsible for delays caused by banks involved in the payment process.

(4) We do not owe any default interest. The statutory provisions apply to payment default.

(5) We have the right of set-off, retention, and the defense of non-performance of the contract to the extent provided by law. In particular, we are entitled to withhold due payments as long as we still have claims against the seller or contractor for incomplete or defective performance.

(6) The seller or contractor is only entitled to a right of set-off or retention due to legally established or undisputed counterclaims.

§ 9 Confidentiality and Retention of Ownership

(1) In particular, we reserve ownership and copyright rights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are exclusively intended for the contractual performance and must be returned to us upon completion of the contract. The documents must be kept confidential from third parties, even after termination of the contract. The obligation of confidentiality expires only when and to the extent that the knowledge contained in the provided documents has become generally known. Special confidentiality agreements and legal provisions regarding secrecy protection remain unaffected.

(2) The above provision applies accordingly to substances and materials (e.g., software, finished and semi-finished products) as well as tools, templates, samples, and other objects provided by us to the seller or contractor for manufacturing purposes. Such objects must be stored separately at the expense of the seller or contractor, as long as they are not processed, and adequately insured against destruction and loss.

(3) Processing, mixing, or combining (further processing) of objects provided by us by the seller or contractor shall be carried out on our behalf. The same applies to the further processing of the delivered goods by us, where we are deemed as the manufacturer and acquire ownership of the product in accordance with legal provisions at the latest upon further processing.

(4) The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price. However, if we accept an offer by the seller or contractor for transfer of ownership conditional upon payment of the purchase price in individual cases, the retention of ownership by the seller or contractor shall expire at the latest upon payment of the purchase price for the delivered goods. We are authorized to resell the goods in the ordinary course of business, even before payment of the purchase price, with the assignment of the resulting claim (in the alternative, the application of a simple retention of title extended to the resale). This expressly excludes all other forms of retention of title, in particular the extended, forward, and extended retention of title for further processing.

§ 10 Defective Delivery

(1) Our rights regarding defects in goods (including incorrect or insufficient delivery, improper assembly/installation, or defective instructions), as well as other breaches by the seller or contractor, shall be governed by statutory provisions and, exclusively in our favor, by the following supplementary provisions and clarifications.

(2) The machines/systems must have the agreed quality, functionality, and performance, and comply with relevant laws, regulations, directives, standards, and client-specific requirements concerning occupational health and safety, environmental protection, and fire protection. In the absence of any deviating requirements arising from the contract or otherwise, generally recognized rules of technology must be observed.

(3) According to statutory provisions, the seller or contractor is particularly liable for ensuring that the goods have the agreed characteristics upon transfer of risk to us. In any case, product descriptions that are part of the respective contract, either by designation or reference in our order, or have been incorporated into the contract in the same manner as these general terms and conditions of purchase (AEB), shall be considered as agreements regarding the characteristics. It does not matter whether the product description originates from us, the seller, contractor, or other third parties.

(4) In the case of goods with digital elements or other digital content, the seller or contractor is responsible for providing and updating the digital content to the extent specified in an agreement on characteristics according to paragraph 2 or other product descriptions by the manufacturer or on their behalf, particularly on the internet, in advertising, or on the product label.

(5) We are not obliged to examine the goods or make special inquiries regarding any defects upon conclusion of the contract. Partially deviating from § 442 para. 1 sentence 2 of the German Civil Code (BGB), we are entitled to claims for defects even if we remained unaware of the defect at the time of concluding the contract due to gross negligence.

(6) The statutory provisions apply to our commercial duty to examine the goods and give notice of defects (§§ 377, 381 of the German Commercial Code) with the following stipulations: Our duty to examine is limited to defects that are externally apparent during our goods receiving inspection, including the delivery documents (e.g., transport damage, incorrect or insufficient delivery), or are detectable during our quality control through random sampling. If an acceptance is agreed upon, there is no duty to examine. Otherwise, the extent to which an examination is feasible in the ordinary course of business depends on the circumstances of the individual case. Our duty to give notice of defects for defects discovered at a later time remains unaffected. Notwithstanding our duty to examine, our notice of defects (complaint) shall be deemed immediate and timely if it is sent within 14 working days after discovery or, in the case of obvious defects, after delivery.

(7) Rectification of defects also includes the removal of the defective goods and their reinstallation if the goods have been installed into another item or attached to another item according to their nature and intended use before the defect became apparent. Our statutory right to reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The expenses necessary for inspection and rectification, in particular, transportation, travel, labor, and material costs, as well as, if applicable, removal and installation costs, shall be borne by the seller or contractor even if it is determined that no defect actually existed. Our liability for damages due to unjustified demands for rectification remains unaffected; however, we shall only be liable if we recognized or grossly negligently failed to recognize that there was no defect.

(8) Without prejudice to our statutory rights and the provisions in paragraph 6, the following applies: If the seller or contractor fails to fulfill their obligation to remedy the defect - at our discretion, either by rectifying the defect (repair) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by us, we may rectify the defect ourselves and demand reimbursement from the seller or contractor for the necessary expenses incurred or request an appropriate advance payment. If the rectification by the seller or contractor has failed or is unreasonable for us (e.g., due to urgency, endangerment of operational safety, or the threat of disproportionate damages), no deadline needs to be set; we will inform the seller or contractor immediately, if possible before taking action, of such circumstances.

(9) For services performed as part of defect rectification, a new limitation period within the meaning of § 12 para. 2 begins with the written acceptance of these services. If we do not provide the written acceptance declaration within 15 working days after the contractor's written notification of the actual proper completion of the defect rectification, the new limitation period begins upon expiration of the aforementioned period of 15 working days.

(10) In addition, we are entitled, in accordance with statutory provisions, to reduce the purchase price or withdraw from the contract in case of a material or legal defect. Furthermore, we have the right to claim damages and reimbursement of expenses in accordance with statutory provisions.

§ 11 Supplier recourse

(1) Our legally determined claims for expenses and supplier recourse within a supply chain (supplier recourse according to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u of the German Civil Code) are available to us without limitation in addition to our claims for defects. In particular, we are entitled to demand exactly the type of remedy (rectification or replacement delivery) from the seller or contractor that we owe to our buyer in each individual case; this also applies to goods with digital elements or other digital content in terms of providing necessary updates. Our statutory right of choice (§ 439 para. 1 of the German Civil Code) is not restricted by this.

(2) Before acknowledging or fulfilling a defect claim (including reimbursement of expenses according to §§ 445a para. 1, 439 para. 2, 3, 6 sentence 2, 475 para. 4 of the German Civil Code) raised by our buyer, we will notify the seller or contractor and request a written statement briefly explaining the facts. If a substantiated statement is not provided within a reasonable period and no mutually agreed solution is reached, the defect claim that we actually granted to our buyer shall be deemed owed by us. In this case, the burden of proof lies with the seller or contractor.

(3) Our claims arising from supplier recourse also apply if the defective goods have been connected to or processed with another product by us, our buyer, or a third party, such as through installation or attachment.

§ 12 Producer liability

(1) If the seller or contractor is responsible for a product damage, they shall indemnify us from third-party claims to the extent that the cause is within their sphere of control and organization, and they are liable in the external relationship.

(2) As part of their indemnification obligation, the seller or contractor shall reimburse expenses in accordance with §§ 683, 670 of the German Civil Code (BGB) arising from or in connection with third-party claims, including recall actions carried out by us. We will inform the seller or contractor about the content and scope of recall measures, to the extent possible and reasonable, and give them an opportunity to comment. Other statutory claims remain unaffected.

(3) The seller or contractor must take out and maintain product liability insurance with an appropriate coverage amount of at least €1 million EUR for property and/or personal and/or financial damages per occurrence.

§ 13 Intellectual property rights

(1) The seller or contractor guarantees that no third-party rights within the European Union are infringed in connection with their delivery.

(2) If, nevertheless, we are claimed against by a third party in this regard, the seller or contractor is obligated to indemnify us upon first request from these claims. The indemnification obligation of the seller or contractor extends to all expenses that necessarily arise for us in connection with the third-party claims.

(3) Our rights granted by law remain unaffected by this.

§ 14 Statute of limitations

(1) The mutual claims of the contracting parties shall be subject to the statutory provisions regarding statute of limitations, unless otherwise specified below.

(2) Deviating from § 438 para. 1 no. 3 of the German Civil Code (BGB), the general limitation period for claims arising from defects is 3 years from the transfer of risk. If acceptance has been agreed upon, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims arising from legal defects, while the statutory limitation period for third-party claims for surrender of property (§ 438 para. 1 no. 1 BGB) remains unaffected. Claims arising from legal defects shall not expire in any case as long as the third party can assert the right against us, in particular due to the lack of expiration.

(3) The limitation periods of the law of sale, including the aforementioned extension, apply - to the extent provided by law - to all contractual claims for defects. If we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) applies, unless the application of the limitation periods of the law of sale leads to a longer limitation period in individual cases.

§ 15 Choice of law and jurisdiction

(1) The law of the Federal Republic of Germany, excluding the provisions of international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods, shall apply to these General Terms and Conditions (GTC) and the contractual relationship between us and the seller or contractor.

(2) If the seller or contractor is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special public fund, exclusive jurisdiction, including international jurisdiction, for all disputes arising from the contractual relationship shall be Stuttgart. The same applies if the seller or contractor is a trader within the meaning of § 14 of the German Civil Code. However, in all cases, we are also entitled to bring a lawsuit at the place of performance of the delivery obligation according to these GTC or any priority individual agreement, or at the general place of jurisdiction of the seller or contractor. Mandatory legal provisions, particularly regarding exclusive jurisdictions, remain unaffected.