General Terms and Conditions

General Terms and Conditions for Sales and Delivery for Use in Business Transactions with Non-consumers

1. Validity

1.1 These terms and conditions of delivery and payment (the “General Terms and Conditions“) shall apply to all contracts, deliveries and other services, including consulting services rendered in this context which are not the subject of a separate consulting contract, of Norafin Industries (Germany) GmbH (“Supplier”) in business transactions with persons (“Buyers”), who are not consumers within the meaning of Section 13 of the German Civil Code (“BGB”).

2. Offer and conclusion of contract

2.1 The offers contained in the Supplier`s catalogues and sales documents are - unless expressly designated as binding - always subject to change, i.e. only to be understood as an invitation to submit an offer and do not oblige the Supplier to conclude a contract.
The supply contract comes into effect,

• upon written acceptance/confirmation of the order by the Supplier,
• if the Supplier executes the order without undue delay after receipt of the order or on-time, in which case the invoice shall be deemed to be the confirmation of the order,
• if a binding offer is submitted by the Supplier based on a non-binding request of the Buyer and is accepted by the Buyer with a subsequent written declaration,
• if a Buyer with whom the Supplier has a permanent business relationship and with whom a framework agreement on the intended purchase of a delivery quantity has been called off such delivery quantity.

2.2 The Buyer shall ensure to the Supplier the accuracy of the terms of any order placed by the Buyer (including any applicable specification) and shall provide the Supplier with all necessary information relating to the goods within a sufficient time to enable the Supplier to perform the contract in accordance with the terms.

2.3 Any objections to the content of a contract confirmation issued by Supplier that amends or changes the terms of the order must be sent to the Supplier's attention in text form within 3 working days. Otherwise, the contract shall be deemed concluded under the terms of the Supplier's confirmation, provided that the changes are not substantial.

2.4 Details provided by the Supplier on the subject of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical specifications) as well as the Supplier's graphic representations of the same (e.g. drawings and illustrations) are deemed to be only approximate unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Deviations of materials or quantity customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of materials or components with equivalent ones and changes in design are permissible provided, they do not impair the applicability of the delivered goods or services for the contractually agreed intended purpose.

2.5 The Supplier's standard tolerances, as communicated and known to the Buyer, shall be applied to measurements and shall be decisive if no other tolerances have been contractually agreed upon.

2.6 The Buyer is prohibited from violating applicable sanctions, for example by reselling our products to Russia. In addition to local sanctions, sanctions valid in Germany are expressly included. The buyer confirms this by placing the order.

3. Prices

3.1 The Supplier's prices are exclusive of VAT, customs duties, fees, freight costs, packaging costs for special packaging as well as any other taxes and costs which the Buyer has to pay additionally when incurred, unless the contracting parties have agreed otherwise in the individual case.

3.2 If there is a period of more than 4 months between the conclusion of the contract and the agreed and/or actual delivery date or handover date of the products, the Supplier reserves the right to change its prices appropriately if, after the conclusion of the contract, external cost reductions or cost increases occur (i) due to changed procurement prices (in particular staple fibre raw materials) or production costs (e.g. as a result of tariff increases) or (ii) cost increases occur due to difficult delivery situations and these affect the total costs of the products.

3.2 The Supplier will take into account any compensation of rising costs by decreasing costs in other areas. Cost savings shall be passed on to the Buyer in the form of a price reduction, unless the total costs remain stable due to other cost increases. The Supplier shall provide evidence of costs leading to price changes to the Buyer upon request.

4. Terms of Payment

4.1 The purchase price is due immediately upon receipt of the goods without discount. Other terms of payment may be agreed between the Supplier and the Buyer.

4.2 In case of a default of payment by the Buyer, the Supplier is entitled to demand the entire purchase price immediately.

4.3 The Buyer shall only have a right of retention insofar as it is based on the same contractual relationship with the Supplier. This does not apply to undisputed or legally established claims of the Buyer.

4.4 In case of a default of payment the statutory provisions shall apply, whereby the Supplier shall charge interest in the amount of 9 percentage points above the respective base interest rate pursuant to Section 247 BGB (“Base Interest Rate”) in the event of default. Any agreed discounts shall not be granted if the Buyer is in default with the payment of previous deliveries or services. If payments are deferred, interest is charged at 9 percentage points above the Base Interest Rate for the period of the deferral.

4.5 Payments by bill of exchange are only permitted upon separate agreement. Bills of exchange and cheques shall only be accepted on account of payment and not in lieu of payment. The costs of discounting and collection shall be borne by the Buyer. In case of a protest of a cheque or bill of exchange, the Supplier may demand immediate payment in cash concurrently in exchange for the return of the cheque or bill of exchange.

4.6 The Buyer may only set off claims that are undisputed or legally established claims. In all other respects, offsetting by the Buyer is excluded.

5. Transfer of risk, (partial) delivery and delays

5.1 The risk shall pass to the Buyer once the purchase item has been handed over to the carrier or forwarding agent, but at the latest upon departure from the plant or warehouse.

5.2 The supplier has the right to make partial deliveries to a reasonable extent. This shall be the case in particular if
- the partial delivery is usable for the Buyer within the scope of the contractual purpose, or
- the delivery of the remaining ordered products is ensured and no significant additional expenses or other costs because of the partial delivery incur to the Buyer. However, if the Buyer requests partial deliveries, the Buyer shall bear the additional expenses for customs duties, fees, freight costs, packaging costs and any other taxes and costs.

5.3 The delivery term shall be extended appropriately – even during a delay - if force majeure events occur and in case of any unforeseen obstacles, which arise after the conclusion of the contract, and are not caused by the Supplier (in particular this also covers breakdowns, strikes, lockouts or disruptions of traffic routes, significant delay in the delivery of raw materials or in the event of an interruption in the energy supply), to the extent it can be evidenced that such obstacles have a considerable effect on the delivery of the sold item. This shall also apply if these circumstances occur at the Supplier's suppliers and their sub-suppliers. The Supplier shall inform the Buyer of the beginning and end of such obstacles as soon as possible. The Buyer may request the Supplier to declare whether it intends to withdraw from the contract or to deliver within a reasonable period. If the Supplier does not declare this immediately, then the Buyer is permitted to withdraw from the contract.

5.4 If the Supplier fails to deliver or delivers late, it shall not be liable for compensation in addition to performance pursuant to Section 280, para. 1 BGB or Section 280 para. 2 BGB in conjunction with Section 286 BGB. Claims for compensation instead of performance according to Sections 280, para. 3, 281 – 283 BGB and the right of withdrawal from the contract according to Sections 323 et seqq. BGB remain unaffected hereof. This exclusion of liability does not apply to damages resulting from injury to life, body or health caused by a grossly negligent or intentional breach of duty by the Supplier, its legal representative or vicarious agents of the Supplier, as well as in cases in which an exclusion of liability is not permitted by law.

5.5 - If the Buyer is in default of acceptance, the Supplier shall be entitled to claim compensation for the damage incurred and any additional expenses. The Supplier is entitled to claim lump-sum costs for the storage of the products in the amount of 0.5 % of the net invoice value per week or part thereof up to a maximum amount of 10 % of the net invoice value in the event of final non-acceptance. The same applies regarding any additional costs if the Buyer is liable for a breach of its duties to cooperate with the Supplier. The proof of a higher damage and further legal claims of the Supplier (in particular, compensation of additional expenses, reasonable compensation, termination) shall remain unaffected hereof; however, the lump-sum compensation shall be set off against further claims for damages. The Buyer shall be entitled to prove that the Supplier has incurred no loss or lower loss than the incurred lump-sum compensation.

5.6 Upon the Buyer's default in acceptance, the risk of accidental deterioration and accidental loss of the subject of delivery shall pass to the Buyer. The Supplier shall be entitled to dispose of the products otherwise after the fruitless expiry of a reasonable acceptance period set by it and to supply the Buyer with a reasonably extended period.

5.7 In the event of complete or partial refusal of performance by the Buyer, the Supplier shall be entitled, without prejudice to further statutory measures, to demand a lump-sum compensation in the amount of 15 % of the order value, unless the Buyer can prove that the Supplier has incurred no loss or a lower loss. The Supplier is entitled to claim higher actual damages, for example, if finished or unfinished products cannot be used for third parties but were purchased or produced because of a special production commissioned by the Buyer.

5.8 The Buyer shall only be entitled to withdraw from the contract if the Supplier or its vicarious agents or legal representatives are responsible for the breach of duty entitling the Buyer to withdraw from the contract. The withdrawal shall encompass only the part of the contract not yet fulfilled, unless the partial performances rendered are not usable for the Buyer. The Supplier shall immediately reimburse any consideration already paid by the Buyer. In all other respects, a withdrawal is excluded.

6. Liability for defects as to quality and defects of title

6.1 A defect as to quality exists if the item does meet the agreed quality at the time of transfer of risk. If a quality has not been agreed then the item is deemed free of defects if it is suitable for the use intended after consumption or if it is suitable for normal use and has a quality which is standard for items of the same type and which the Buyer can expect according to the type of item.

6.2 The item is deemed to be free of defects of title if third parties cannot assert any claims, or only the contractually assumed rights against the Buyer with regard to the item.

6.3 The Supplier and the Buyer shall specify the characteristics explicitly and separately. By specifying a quality, the Supplier does not provide any guarantee for the existence or the absence of a characteristic or quality. In this respect, only the negotiating representative is authorized to represent the Supplier. Promises made by other persons shall not bind the Supplier.

6.4 In the event of a justified notice of defect within the time limit, the Supplier may choose to remedy the defect or deliver goods free of defects (subsequent performance). In the event of failure or refusal of subsequent performance, the Buyer may withdraw from the contract or reduce the purchase price after the unsuccessful expiry of a reasonable period. If the defect is minor or if the goods have already been processed or transformed, he shall only be entitled to the right of reduction. The Supplier shall not be liable for any expenses incurred due to the fact that the goods sold have been taken to a place other than the agreed place of performance, unless this is in accordance with their contractual use or has been agreed in writing between the parties.

6.5 If this contract is a trading deal for both parties, then the Buyer must examine the goods as per Section 377 of the German Commercial Code (“HGB”) immediately after the delivery by the Supplier, provided this is possible according to the normal course of business, and, if a defect becomes apparent, notify the Supplier immediately. Noticeable transport damage must also be reported in writing without delay, but within 48 hours at the latest. If the buyer fails to give notice, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect becomes apparent later, the notification must be made immediately after discovery of the defect. In all other cases the goods are deemed to be approved, even in view of this defect. The timely dispatch of the notification shall be sufficient to preserve the rights of the Buyer. If the Supplier has fraudulently concealed the defect, it cannot invoke this paragraph (section 6.5).

6.6 The limitation period for liability for material defects and defects of title shall be one year from delivery of the newly manufactured item to be delivered, unless longer periods are prescribed by law pursuant to Section 438 para. 1 No. 2 BGB (buildings and items for buildings) or Section 479 para. 1 BGB (withdrawal claim). The withdrawal from or reduction of contract shall be invalid if the claim to performance or supplementary performance has expired and the Supplier invokes this. This shall not affect the Supplier's liability for intentional and grossly negligent breaches of duty, damages to life, body or health caused by negligence or to the limitation period for claims of recourse.

6.7 In addition, any further liability for damages, in particular liability without fault, is excluded. The limitation of liability does not apply to damage caused by an intentional or grossly negligent breach of duty by the Supplier or one of its legal representatives or vicarious agents. Furthermore, the limitation of liability does not apply to damages resulting from injury to life, body or health. Liability is also not limited for damage caused by serious organisational negligence of the Supplier and for damage caused by the lack of a guaranteed condition. In addition, the Supplier's liability in the event of a breach of material contractual obligations or om case of slight negligence shall be limited to the amount of the foreseeable damage typical for the contract.

6.8 Liability as per the Product Liability Law remains unaffected hereof.

6.9 If damage is the fault of both the Supplier and the Buyer, the Buyer must allow his contributory negligence to be taken into account.

7. Retention of title

7.1 The retention of title agreed hereinafter serves to secure all current and future claims of the Supplier against the Buyer arising from the purchase agreement between the contracting parties (secured claims).

7.2 The goods delivered by the Supplier to the Buyer shall remain the property of the Supplier until all secured claims have been paid in full. The goods as well as the goods covered by the retention of title replacing them in accordance with the following provisions shall hereinafter be referred to as "Reserved Goods ".

7.3 The Buyer shall store the Reserved Goods free of charge for the Supplier. The Supplier shall be entitled to insure the Retained Goods against fire, water and other damages at the Buyer's expense, unless the Buyer can prove that it has already concluded such insurance, which notification has to be proven by the Buyer to the Supplier.

7.4 The Buyer is entitled to process and sell the Reserved Goods in the ordinary course of business until the event of enforcement occurs (see section 7.9). Pledges and transfers of ownership by way of security are not permitted.

7.5 If the Reserved Goods are processed by the Buyer (in particular by mixing, blending or combining), it is agreed that the processing shall be carried out in the name and for the account of the Supplier as manufacturer and that the Supplier shall acquire direct ownership or - if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the Reserved Goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the Reserved Goods to the value of the newly created item. In the event that no such acquisition of ownership should occur on the part of the Supplier, the Buyer hereby transfers his future ownership or - in the above-mentioned proportion - co-ownership of the newly created item to the Supplier as security. If the Reserved Goods are combined or inseparably mixed with other items to form an uniform item and if one of the items is to be regarded as the main item, so that the Supplier or the Buyer acquires sole ownership, the party to whom the main item belongs shall transfer to the other party pro rata co-ownership of the uniform item in the ratio stated in sentence 1.

7.6 In the event of the resale of the Reserved Goods, the Buyer hereby assigns to the Supplier by way of security the resulting claim against the purchaser - in the event of co-ownership of the Supplier in the Reserved Goods, in proportion to the co-ownership share. The same applies to other claims which take the place of the Reserved Goods or otherwise arise with regard to the Reserved Goods, such as insurance claims or claims in tort in the event of loss or destruction. The Supplier revocably authorises the Buyer to collect the claims assigned to the Supplier in his own name. The Supplier may only revoke this collection authorisation in the enforcement event.

7.7 If third parties gain access to the Reserved Goods, in particular by way of seizure, the Buyer shall immediately draw their attention to the Supplier's ownership and inform the Supplier thereof in order to enable the Supplier to enforce its ownership rights. If the third party is not in the position to reimburse the Supplier for the court or out-of-court costs incurred in this connection, the Buyer shall be liable for these to the Supplier.

7.8 The Supplier shall release the Reserved Goods and the items or claims replacing them if their value exceeds the amount of the secured claims by more than 50%. The choice of the items to be released thereafter shall lie with the Supplier.

7.9 If the Supplier withdraws from the contract in the event of a breach of contract by the Buyer - in particular in case of default of payment - the Supplier is entitled to demand the return of the Reserved Goods (enforcement event).

7.10 If the effectiveness of this retention of title is linked to special pre-requirements or formal requirements of other legal systems in force at the place of business of the Buyer outside of the territory of the Federal Republic of Germany, the Buyer shall be obliged to ensure that it complies with these at its own expenses. Otherwise, the Buyer shall be obliged to pay damages.

8. Orderer’s right of cancellation according to Section 648 BGB

8.1 If this is a contract for work and materials for a non-fungible item, which means that Section 648 BGB also applies in addition to the purchase law regulations as per Section 650 para. 1 BGB, the Buyer's right of termination pursuant to Section 648 BGB is excluded.

9. Defence of uncertainty

9.1 If the Supplier is obliged to perform in advance, then it can retain the performance it is obliged to if it becomes apparent after the conclusion of the contract that a claim for the payment of the purchase price is endangered due to the inability of the Buyer to meet payments. This right to retain performance does not apply if the Buyer renders the consideration or provides security for it. The Buyer is entitled to make payments in advance.

9.2 In case of an obligation to perform in advance, the Supplier may set a reasonable period of time in which the Buyer may at his choice render the consideration - concurrently with the performance by Supplier - or provide security for it. If this deadline expires without success, the Supplier may withdraw from the contract. Section 323 BGB shall apply correspondingly.

10. Intellectual property

10.1 Rights of the Supplier, in particular patents, samples, designs, trademarks and other industrial or intellectual property rights with regard to the development and production of the contract goods and relating to the Supplier`s company shall be taken into account by the Buyer. They are to be treated as confidential and may not be copied, reproduced or disclosed to third parties without the prior written agreement of the Supplier.

11. Place of jurisdiction

11.1 For all disputes arising from the contractual relationship, provided the Buyer is a merchant in accordance with Sections 1 et seqq. HGB, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction shall be the court competent for the place of business of the Supplier. The Supplier retains the right to bring an action against the Buyer at the Buyer's place of business or an independent branch.

12. Requirement of written form

12.1 Modifications and amendments to the contract must be made in writing. This shall also apply to any waiver of the written form requirement.

12.2 The General Terms and Conditions of the Supplier shall apply exclusively to all contracts between the Supplier and Buyer.

13. Severability clause, applicability of German Law

13.1 Should any provision of the contract or of these General Terms and Conditions be or become invalid, this shall not affect the validity of the contract. The invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision.

13.2 The contract shall be governed exclusively by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods shall not apply.