General Terms and conditions

BAKO Logistiksysteme GmbH & Co. KG hereinafter referred to as BAKO

1 Scope

1.1 These general terms and conditions shall apply to all sales and purchases of goods and other services from BAKO to third parties and from third parties to BAKO, unless they are regulated by more specific conditions of BAKO.

1.2 Any conflicting general terms and conditions of the customer or contractor are hereby already rejected. These shall not apply even if they are included in an order confirmation or order of the contractual partner and BAKO does not object to them; silence on the part of BAKO shall constitute rejection.

1.3 In case of contradictions in the preceding mutual contractual declarations or letters of confirmation, the contract shall in any case be concluded in accordance with the General Terms and Conditions of BAKO, even if delivery or other performance is made by the customer.

1.4 These General Terms and Conditions shall also apply to all future business between the parties for purchases and even if we accept the goods without reservation in the knowledge of differing or conflicting terms and conditions.

1.5 Unless otherwise provided in further documents, our place of business shall be the place of performance.

2 Scope of deliveries or services

2.1 The scope of deliveries or services shall be determined by the written declarations of both parties. If a contract has been concluded without such mutual declarations, BAKO's written offer shall be decisive, or, if no such offer has been made, the written order of the customer.

2.2 BAKO reserves unrestricted ownership and copyright exploitation rights to cost estimates, drawings and other documents; they may only be made accessible to third parties with the prior written consent of BAKO. Drawings and other documents belonging to offers shall be returned immediately upon request if the order is not placed with BAKO.

3 Prices

Sale

3.1 Prices are ex works excluding freight, customs, import or export duties and packaging. Unless expressly stated, the statutory value added tax is not included in the prices.

3.2 The price shall be due without deduction within one month of the invoice date. In the event of default, the statutory interest shall apply. The assertion of a higher claim for damages remains unaffected.

3.3 If the decisive cost factors, in particular for material, energy or personnel, change by more than 5% after the offer has been made or after the order has been confirmed but before delivery, either party shall be entitled to demand a price adjustment. This shall be based on how the relevant cost factor changes the total price.

3.4 BAKO shall not be bound by previous prices for new orders.

3.5 The customer shall only be entitled to set-off in the case of undisputed or legally established counterclaims. The same shall apply to rights of retention.

Purchasing

3.6 Unless otherwise expressly agreed, the price shall be understood to include free delivery, the respective statutory value added tax and packaging costs.

3.7 All invoices shall be issued in duplicate and shall include the order number of BAKO.

3.8 Invoices shall be payable within 10 days from proper invoicing with 2 % discount or within 30 days from proper invoicing net.

4 Retention of title

4.1 The goods remain the property of BAKO until all existing and future claims of BAKO arising from the business relationship with the customer have been satisfied. Prior to this, pledging or transfer of ownership by way of security is prohibited. If the goods are processed, BAKO shall assume the legal position of the manufacturer.

4.2 In the event of resale, the sale and collection of the resulting claim in the ordinary course of business is permitted. BAKO may revoke this permission if the customer fails to properly fulfil his contractual obligations towards BAKO. The claim arising from the resale is assigned to BAKO in advance. This also applies to balance claims from current account relationships. BAKO shall be obliged to release securities granted by the customer if these exceed the total claim of BAKO arising from the business relationship by more than 20%.

4.3 The customer shall be obliged to treat the goods with care until the transfer of ownership, to maintain them as far as necessary and to inform BAKO immediately of any attachment, damage or loss. In case of high-quality goods with a nominal value of more than €5,000, the customer shall also be obliged to insure the goods against theft, fire and water damage. The insurance must be taken out for the value of the goods at the time of the transfer of risk and at the customer's expense.

5 Provisions

5.1 Insofar as BAKO provides the supplier with items, BAKO shall retain ownership of these items.

5.2 If these are processed with others, BAKO shall acquire co-ownership of the new item in the ratio of the value of the item provided by BAKO to the other processed items at the time of processing.

6 Time of performance

6.1 The due date after the delivery time specified by BAKO shall be subject to the proper and timely fulfilment of the contractual obligations of the customer.

6.2 In the event of default of acceptance on the part of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer from the time of default of acceptance.

6.3 If the customer does not fulfil his purchase obligations, BAKO shall not be bound by the provisions on self-help sale, without prejudice to other rights. Rather, it may sell the delivery item on the open market after notifying the customer in advance.

6.4 Events of force majeure shall entitle BAKO to postpone delivery for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. Strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. operational disruptions or transport delays or interruptions or raw material or

6.5 energy shortage, which make it impossible for BAKO to deliver on time despite reasonable efforts. This shall also apply if the aforementioned hindrances occur during a delay or at a subcontractor of BAKO.

6.6 In the case of call orders without agreement on duration, production batch sizes and acceptance dates, BAKO shall be entitled to demand a binding determination of these no later than three months after the order confirmation. If the customer does not comply with this request within three weeks, BAKO shall be entitled to set a two-week period of grace and, after its expiry, to withdraw from the contract and/or claim damages.

6.7 All delivery dates stated in the order or otherwise agreed are binding.

6.8 The supplier is obliged to inform us immediately of any impending or actual failure to meet a delivery date, the reasons for it and the likely duration of the delay. This does not affect the occurrence of default in delivery.

6.9 In the event of default in delivery, we shall be entitled to claim a contractual penalty in the amount of 1% of the delivery value per full week, however, not more than 8%. The right to further statutory claims shall remain unaffected.

7 Delivery

7.1 Unless otherwise agreed, BAKO shall choose packaging, mode of shipment and shipment route. It is entitled to commission one of the shippers usually selected by it for its shipment business at the usual terms and conditions agreed with such shippers.

7.2 Even in the case of freight-free delivery, the risk shall pass to the customer when the goods leave the supplying plant. If dispatch is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch.

7.3 At the written request of the customer, the goods shall be insured at the customer's expense against risks to be specified by the customer.

7.4 In case of default of acceptance by the customer, BAKO shall be entitled to store the goods at the customer's expense. If BAKO stores the goods itself, it shall be entitled to charge storage costs of 0.5% of the invoice amount of the stored goods for each calendar week or part thereof. The right to claim higher storage costs against proof shall remain reserved.

8 Transfer of risk

8.1 If the goods are shipped at the request of the customer, the risk of accidental loss of or damage to the goods shall pass to the customer upon dispatch, but no later than upon leaving BAKO's premises.

9 Warranty / Liability for Defects

Sale

9.1 The product description or, if their preparation has been agreed, the reference samples, which BAKO submits to the customer for inspection upon request, shall be decisive for the quality and design of the products. BAKO's obligation to store such reference samples shall expire after one year. In all other respects, technical standards shall be governed by the performance description and shall not be construed as a guarantee of quality. In the absence of a specific written agreement, production shall be carried out using materials that are customary in the industry and according to known manufacturing processes. Slight deviations from the original in the case of coloured productions or reproductions shall not be deemed to be defects; the same shall apply to deviations between press proofs and production prints.

9.2 If the parties agree on a specific bulk density for an article to be manufactured, BAKO reserves the right to exceed or fall short of the bulk density by up to 10% due to the fluctuations in bulk density and apparent density that are customary in the industry.

9.3 For the manufacture of foam plastic articles to size, the parties agree that the following BAKO factory size tolerances shall apply.

BAKO factory size tolerances (values in mm)

9.4 The BAKO factory tolerances apply to all foam products developed and offered for sale after 7 March 2012. For foam plastic articles which were developed and offered for sale before 07.03.2012 according to DIN 7715, class 5, P3 and are still being sold, DIN 7715, class 5, P3 shall continue to apply.

9.5 The BAKO factory tolerances shall not apply to semi-finished products (sheets). The tolerances for semi-finished products shall be agreed in each case in the order.

9.6 For articles not made of foam, the tolerances customary in the industry shall apply.

9.7 If BAKO has advised the customer outside its contractual performance, it shall only be liable for the functionality and suitability of the delivery item in the event of express prior assurance.

9.8 Complaints about defects shall be asserted in writing without undue delay. In the event of hidden defects, the complaint shall be raised without undue delay after detection. In both cases, all claims for defects shall become time-barred, unless otherwise agreed, twelve months after the transfer of risk.

9.9 In the event of a justified notice of defect, BAKO shall be obliged and entitled to subsequent performance (at its option rectification of defect or substitute delivery). If BAKO does not fulfil its obligation of subsequent performance within an adequate period of time or if the subsequent performance repeatedly fails, the customer shall be entitled to reduce the purchase price or to withdraw from the contract. For further claims, in particular claims for reimbursement of expenses or claims for damages due to defects or consequential harm caused by a defect, the limitations of liability according to No. VIII shall apply. Replaced parts shall be returned to BAKO freight collect upon request.

9.10 Unauthorised reworking and improper treatment shall result in the loss of all claims for defects. Only in order to avert disproportionately greater damage or in the event of delay in remedying the defect by BAKO shall the customer be entitled, after prior consultation with BAKO, to rectify the defect and demand reimbursement of the reasonable costs incurred.

9.11 Normal wear and tear shall not give rise to any warranty claims.

9.12 Rights of recourse according to §§ 478, 479 BGB (German Civil Code) shall only exist if the recourse against the party entitled to recourse by the consumer was justified and only to the extent permitted by law, but not for goodwill arrangements not agreed with BAKO, and shall be subject to the party entitled to recourse having fulfilled its own obligations, in particular the obligation to give notice of defects.

Purchasing

9.13 We shall be entitled to statutory warranty rights without limitation. In particular, we shall be entitled, at our option, to demand remedy of the defect or delivery of goods free of defects or damages.

9.14 In the event of imminent danger, we shall be entitled, after notifying the supplier accordingly, to remedy the defect ourselves at the supplier's expense.

9.15 Complaints about obvious defects must be made within a period of 2 weeks from the transfer of risk.

9.16 In the case of hidden defects, the period shall commence from the time of discovery of the defect.

9.17 Warranty claims for defects shall become time-barred 12 months after the transfer of risk.

10 Liability

10.1 In case of breach of cardinal obligations, BAKO shall only be liable to a limited extent for typically foreseeable damage.

10.2 Notwithstanding no. 1, BAKO shall only be liable for all other damages, which do not result from injury to life, body or health, in case of gross negligence or intent.

10.3 The assertion of contractual penalties shall be excluded.

10.4 The statutory rules on the burden of proof shall apply.

11 Excess or short quantities

11.1 Due to machine conditions, an exact quantity cannot be guaranteed in the production of moulded foam parts and converted foam parts. Therefore, the following shall apply to the delivery of these parts:

a) If the content of the contract is the delivery of moulded foam parts, BAKO reserves the right to deliver a surplus or shortfall of 10% of the order volume, whereby the surplus or shortfall shall continue to be limited to a maximum of 50 parts. The customer is obliged to accept and pay for the delivery made under these conditions.

b) If the subject matter of the contract is the delivery of converted foam parts, BAKO reserves the right to deliver excess or short quantities of 5% of the order volume, whereby the excess or short quantity shall continue to be limited to a maximum of 25 parts. The customer is obliged to accept and remunerate the delivery made under these conditions.

11.2 If the subject matter of the contract is the delivery of articles made of materials other than foam, the customary industry rules for excess or short delivery shall apply.

12 Moulds (Tools)

12.1 The price for moulds also includes the costs for one-time sampling from the mould, but not the costs for testing and processing devices or for changes requested by the customer.

12.2 Costs for further sampling for which BAKO is responsible shall be borne by BAKO. Accessories such as e.g. fillers and ejectors are also not included in the price for moulds. These shall be provided by BAKO and remain the property of BAKO.

12.3 Unless otherwise agreed, BAKO is and remains the owner of the moulds manufactured for the customer by BAKO itself or by a third party commissioned by BAKO. Moulds shall only be used for orders of the customer if this has been expressly agreed and only as long as the customer meets his payment and acceptance obligations. BAKO shall only be obliged to repair or replace these moulds free of charge if this is necessary to fulfil an output quantity guaranteed to the customer. If the customer has not been guaranteed an output quantity or if this has been achieved, repair work or replacement of these moulds shall be at the customer's expense. BAKO's obligation to store the forms shall expire one year after the last delivery of parts produced using the form. The customer shall be informed before the forms are disposed of.

12.4 If a contract is terminated but the forms have not yet been amortised, BAKO shall be entitled to invoice the remaining amortisation amount in full and without delay.

12.5 If the customer is to become the owner of the moulds as agreed, ownership shall pass to the customer upon full payment of the purchase price for the moulds. The handover of the moulds to the customer shall be replaced by their storage for the benefit of the customer. Irrespective of the customer's legal claim for surrender and of the service life of the moulds, BAKO shall be entitled to exclusive possession until the contract has been fulfilled. BAKO shall mark the moulds as third-party property and, at the customer's request, insure them at the customer's expense.

12.6 In the case of customer-owned moulds in accordance with no. 4 and/or moulds provided by the customer on loan, BAKO's liability with regard to storage and care shall be limited to the same care as in its own affairs. The customer shall bear the costs for maintenance and insurance. BAKO's obligations shall expire if the customer does not collect the moulds within a reasonable period of time after completion of the order and a corresponding request. As long as the customer has not fully met his contractual obligations, BAKO shall in any case have a right of retention to the moulds.

13 Designs/clichés/documents

13.1 BAKO shall retain the sole copyright and right of execution for all designs, documents, illustrations, drawings and other documents of BAKO. Insofar as the customer provides templates and ideas, BAKO shall receive a co-copyright to the extent that the template or design was created by BAKO.

13.2 When providing templates and ideas, the customer shall indemnify BAKO from any claims by third parties who assert rights to them.

13.3 The drafts, final artwork, clichés and the like prepared by BAKO shall remain its property, even if the customer has been charged the production costs.

14 Industrial property rights and defects of title

14.1 Industrial property rights and defects of title

14.1 If BAKO has to deliver according to drawings, models, samples or using parts provided by the customer, the customer shall be responsible for ensuring that the industrial property rights of third parties in the country of destination of the goods are not infringed thereby.

14.2 BAKO shall draw the customer's attention to any rights known to it, however, BAKO shall not be obliged to carry out its own research. The customer shall hold BAKO harmless from any third-party claims upon first request and shall pay compensation for the damage incurred. If a third party prohibits BAKO from manufacturing or delivering by referring to an industrial property right belonging to the third party, BAKO shall be entitled – without examining the legal situation – to stop work until the legal situation has been clarified by the customer and the third party. Should it no longer be reasonable for BAKO to continue the order due to the delay, BAKO shall be entitled to withdraw from the contract.

14.3 Drawings and samples provided to BAKO which have not led to an order will be returned upon request; otherwise BAKO is entitled to destroy them three months after submission of the offer. This obligation applies accordingly to the customer. The party entitled to destroy the goods must inform the contractual partner of his intention to destroy them in good time in advance.

14.4 BAKO shall be entitled to the property rights, copyrights and, if applicable, industrial property rights, in particular all rights of use and exploitation, to the models, moulds and devices, drafts and drawings designed by it or by third parties on its behalf. Upon request, the customer shall immediately return to BAKO the records, documents, moulds, samples or models, including any copies that may have been made.

15 Food contact safety and recycled materials

15.1 If the customer does not inform BAKO in writing before the contract is concluded that the product is to be used for contact with food, BAKO may assume that contact with food is not intended, unless it receives certain knowledge in another reasonable manner regarding use in contact with food. If the customer intends to use the product for contact with food and has given timely written notification of this, the customer shall be responsible for checking in advance the suitability of the material selected by the customer or proposed by BAKO for the specific food.

15.2 Recycled raw materials are carefully selected by BAKO. Nevertheless, recycled plastics may be subject to major fluctuations in surface finish, colour, purity, odour and physical or chemical properties from batch to batch; this shall not entitle the customer to make complaints to BAKO. However, BAKO shall, upon request, assign any claims against its suppliers to the customer; BAKO does not guarantee the existence of these claims.

16 Offer, offer documents, purchasing

16.1 Our order can only be accepted by the supplier within a period of 2 weeks.

16.2 We reserve unrestricted ownership and copyright exploitation rights to order documents, drawings and other documents; they may only be made accessible to third parties with our prior written consent.

16.3 If the order is not placed or after completion of the order, they must be returned to us immediately at our request.

17 Transfer of risk, documents

17.1 The risk of accidental loss or accidental deterioration of the goods shall pass to us upon proper and complete delivery to the named destination.

17.2 The supplier is obliged to state our order number exactly on all shipping documents and delivery notes. If the supplier fails to do so, we shall not be responsible for any delays in processing.

18 Jurisdiction and applicable law

18.1 If the customer is a merchant, a legal entity under public law or a special fund under public law, the sole place of jurisdiction is Eisenberg.

18.2 German law applies, excluding the UN Sales Convention.

19 Final Clauses

19.1 If individual provisions of this contract are not or only partially legally effective, the effectiveness of the remaining provisions remains unaffected.