General Terms and Conditions

Polifibra Folien GmbH, Brunnenstr. 5, D-65551 Limburg

1. Scope
The following General Terms and Conditions of Polifibra Folien Handelsgesellschaft mbH apply. Opposing General Terms and Conditions of the Purchaser, not explicitly excepted in writing by Polifibra, shall not apply.

2. Order and Scope of Delivery
Our written order confirmation shall be authoritative for the scope of delivery. Deviation in the order confirmation from previous agreements shall be deemed approved if the Purchaser does not object within one week after receipt. Supplementary agreements and changes shall only be valid if confirmed in writing.

3. Prices and Payments
Our prices are quoted in Euros. Applicable price shall be the valid price of Polifibra Folien GmbH on day of delivery. This particularly applies if raw material prices, wages or other cost factors have increased since conclusion of contract or circumstances beyond Polifibra's control increase prices for manufacture or sale.
Unless agreed to the contrary cash payment shall be made within 14 days from invoice date with 2 % discount or within 30 days net. Our order confirmation may provide for earlier payment. Considered to be cash payments are payments in cash and by remittance not bills of exchange or cheques. We explicitly reserve the right of acceptance of bills of exchange and cheques. Bill of exchange and cheques shall be accepted in lieu of payment only and shall be deemed payment after being cashed. Discount and bank charges shall be borne by the Purchaser. When accepting bills of exchange Polifibra assumes no liability for timely submission of protest. Upon defaulting payment any and all, including deferred, receivables shall be due immediately. Default interest is calculated according to the amount incurred by drawing on loan facilities, but no less than 2 % above current discount rate of the German Federal Bank. Withholding payment as well as set-off of any entitlement of the Purchaser is excluded. Discounts may not be deducted in case of default and if the Purchaser is in arrears with prior invoices. Upon existing, significant default of the Purchaser or upon gaining knowledge of unfavourable financial situation or a decline in financial circumstances of the Purchaser after contractual closing Polifibra shall be entitled to refuse contractual performance until receipt of compensatory measures or appropriate security.

4. Delivery and Shipment
Agreed delivery terms shall be complied with where possible but are, however, without engagement. After expiry of delivery term the Purchaser shall not be entitled to rescind from contract. Purchaser shall set a grace period of 4 (four) weeks according to § 326 BGB [Bürgerliches Gesetzbuch - Civil Code].
Claims for delay damages are expressly excluded.
In case of Force Majeure Polifibra shall be exempt from its obligation to deliver for the duration of the same. Delivery period shall be appropriately extended upon occurrence of events in our works or at our subcontractors such as operational disruption, strike, delay in delivery of raw materials etc. Above circumstances shall not be deemed Polifibra's responsibility if they occur during an already existing non-fulfilment.
In case of delay in performance for reason of Force Majeure or non-delivery on part of suppliers persisting for more than one month either contractual party is entitled to rescind from contract. In case of shipment of goods by Polifibra said shipment includes insurance.
Shipment shall be made carriage paid including packaging. Minimum order value is 300.00 EUROS, however, the order may include different products of the sales range to that value. We reserve the right to accept orders with a value of less than 300.00 EUROS. Delivery after order acceptance of an order with an order value of less than 1,000.00 EUROS shall be freight collect.
If shipment of goods is delayed by Purchasers request, storage cost of half a percent (0.5 %) of the amount due shall be charged per week.

5. Warranty
Shipment shall be checked with undue delay and due care by the Purchaser upon receipt.
Warranty claims may only be asserted within the limitation period of 14 days from receipt of shipment. Defects shall be notified immediately in writing. With the exclusion of further claims Polifibra shall be liable for defects of a shipment, including lack of assured properties, as follows:
Any material defect subject to Polifibra's responsibility shall be replaced. Any further claim for defect of the Purchaser shall be excluded. Upon request the Purchaser, bearing the cost, shall forward parts in question. Any and all transport costs attributable to the delivery of replacements shall be borne by the Purchaser. Liability for defects shall not apply to regular wear and tear, also not to damages after transfer of risks attributable to incorrect or negligent handling. Non-fulfilment or payment obligations of the Purchaser shall release Polifibra from any warranty obligation.
Upon faulty delivery of replacement warranty claims to change or reduction of the Purchaser shall be renewed.
Indemnity claims and entitlements due to subsequent damages, to the extent permitted by law, shall be exempt. In this respect Polifibra shall only be liable on the basis of wilful or gross negligent contractual infringement. Liability towards agents is exempt.
Deliveries of up to 10 % more or less of ordered quantity shall be permissible.

6. Retention of Title
Polifibra retains the title to goods delivered until full payment of any and all, also future, receivables from the business relations with the Purchaser. Retention of title shall remain in force even if individual receivables are included in a current account and the balance was drawn and accepted. If the value of securities granted exceeds the value of secured receivables by 30 % Polifibra shall, at its discretion, release goods fully paid for upon Purchaser's request.
Goods shall not be seized or assigned by way of security until fully paid without consent by Polifibra. Resale shall only occur conditionally. It shall be deemed to be granted that any and all claims arising from resale of the goods, in particular payment of purchase price, of the Purchaser against its buyers shall be assigned to Polifibra. The Purchaser shall notify Polifibra with undue delay in the event of third parties asserting claims to the goods, particularly if seizure threatens or occurs.
Cost incurred by Polifibra on the basis of measures eliminating such intervention, particularly intervention proceedings, shall be borne by the Purchaser, as far as they cannot be recovered from the counterparty. Upon cessation of payment the Purchaser shall undertake to provide a list of remaining reserved goods and receivables to the third-party debtors including copies of respective invoices.

7. Tools and Printing Documents
Polifibra retains sole ownership of tools and printing documents manufactured, even if Purchaser was charged separately.
Samples approved by the Purchaser shall be authoritative for valid design.

8. Stamped Parts and Custom-made Products
Samples approved by the Purchaser shall be authoritative for valid design.
Deliveries of up to 1/3 more or less of ordered quantity shall be accepted by the customer.

9. Rescission
Polifibra reserves the right to rescind from contract, in part or in full, in the event of unforeseen circumstances or subsequent apparent inability to complete the order. The Purchaser shall be notified in case of Polifibra exercising its right to rescission even if an extension of delivery period was agreed initially.
Upon gaining knowledge of unfavourable financial situation of the Purchaser after contractual closing Polifibra shall be entitled to claim securities for the consideration or rescind from contract offsetting against services already rendered. In case of non-acceptance of purchased goods the Purchaser shall be liable to pay damages at the level of 15 % of the purchase price.

10. Validity of Contract
Invalidity of individual provisions of this contract shall not affect remaining provisions. The invalid provision shall be replaced or amended so that economic purpose intended is achieved.

11. Place of Performance/Venue
The Place of Venue and Place of Performance for any deliverables arising from the contract is Limburg. In addition Polifibra shall be entitled to also sue the Purchaser at its Place of Venue. Competent court shall be the court first called.

12. Applicable Law
The contractual relations shall exclusively be governed by the laws of the Federal Republic of Germany.

Limburg 2009
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