Winterhalder Selbstklebetechnik GmbH

I. General Details

1. The following terms and conditions (AGB) apply to the overall relationship between us and our customers. The terms and conditions apply in particular to contracts for the sale or the delivery of movable goods (hereafter also referred to as: "goods"), without consideration of whether we manufacture the goods ourselves or purchase them from suppliers. The terms and conditions only apply if the customer is a business (paragraph 14 of the German Civil Code), a legal entity under public law or an official legal special fund.

2. We reserve the right to update the terms and conditions at any time, if and to the extent that the update is reasonable to the customer, taking into account the interests of Winterhalder Selbstklebetechnik GmbH. Any updates will be communicated in writing to the customer, at the latest, two weeks prior to coming into effect, with notification of the consequences of a failure to object. If no objection is made within two weeks of submission, the updated terms and conditions are considered to be approved.

3. Our terms and conditions apply exclusively. Different, contradictory or supplementary customer terms and conditions are only part of the contract, where we have expressly approved their validity. This approval requirement applies in all cases, for example in the event that we make delivery to the customer unconditionally in knowledge of the customer's terms and conditions.

4. All agreements and any subsequent supplementary or diverging additional agreements must be in writing to be effective. This also applies to the suspension of this requirement for the written form.

II. Goods and Services

1. Our offers are only binding if they are stated by us in the order confirmation and detailed as binding.

2. The term of delivery is agreed individually or specified by us at the time the order is accepted. 3. We are also entitled to complete the service to be provided as partial deliveries to a reasonable extent.

3. . Insofar as we cannot comply with our binding terms of delivery for reasons that are beyond our control (unavailability of a service), we will immediately inform the customer while simultaneously communicating the new estimated delivery deadline. If the service is unavailable within the new delivery deadline, we are entitled to withdraw either partially or fully from the contract; any payment already made by the customer will be refunded without delay. Unavailability of a service in this sense is specifically defined as the failure of our own suppliers to deliver on time, if we have agreed a congruent hedging transaction, neither we nor our suppliers may be held responsible or in individual cases we are not obligated to procurement.

4. If an unreasonably short deadline is defined by the customer for a service or subsequent performance, therefore no reasonable deadline will be initiated by it.

III. Prices

1. Our products and services are provided subject to the prices and conditions of the written order confirmation and according to the specifications of the price lists. In case of doubt, the price specified in the written order confirmation is applicable.

2. Our prices are quoted subject to the relevant applicable legal value added tax and, insofar as not otherwise agreed in individual cases, delivered to the customer acceptance point excluding packaging, shipping and transport insurance (where applicable also cash on delivery or remittance fees).

IV. Delivery, transfer of risk, acceptance, default in acceptance

1. The delivery is made ex warehouse, which is also the point of delivery. At the request and cost of the customer, the goods can also be dispatched to another destination (sale by dispatch). Insofar as not otherwise agreed, we are entitled to decide on the form of dispatch ourselves (specifically with regard to transport company, transport route, packaging). The costs of dispatch, packaging, transport insurance and any cash on delivery or remittance fees are borne by the customer. This also applies to customs charges, fees, taxes and other public duties.

2. The risk of accidental damage and the accidental deterioration of the goods is transferred to the customer no later than at time of transfer of the goods. In the case of a sale by dispatch, the risk of accidental damage and the accidental deterioration of the goods in addition to the risk of delay is transferred as early as the handing over of the goods to the haulier, the freight carrier or the person or establishment tasked with shipping of the goods. The transfer also applies if the customer's acceptance is delayed.

3. If the customer defaults on acceptance, fails to perform an act of cooperation for delivery or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to seek compensation for any ensuing loss including any additional expenses (e.g. storage costs). We will charge a flat rate compensation fee in the amount of €100 per calendar day, starting with the date of delivery or - where there is no delivery date - starting with the notification that the goods are ready for dispatch. Evidence of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however the flat rate is to be offset against additional monetary claims. The customer is permitted to submit evidence that we have received compensation as a preceding flat rate.

V. Payment

1. Monetary claims become due upon invoicing and must be paid within 30 days of receipt of invoice to avoid arrears interest. A 2% discount is applied for payments within 14 days from the date of invoice.

2. The customer is in arrears upon expiry of the deadline specified in paragraph 1 section1. The purchase price is subject to interest during the arrears period payable at the respective statutory arrears interest rate applicable. We reserve the right to assert an additional compensation for arrears. Commercial customers are subject to interest for delays in accordance with para. 353 of the German Commercial Code, non-commercial customers are subject to interest payable for use upon receipt of the goods. In the event that Winterhalder Selbstklebetechnik GmbH grants an extension, deferral interest rates must be applied.

3. Payment is made solely to us via the bank account details specified on our invoice. Money orders, bills of exchange and cheques will only be accepted by special arrangement and only for payment reasons and not at time of delivery. Collection costs, bill of exchange and discounting charges are borne by the customer. Negotiation and prolongation are not considered as fulfilment. We accept no liability for timely submission, protestation, notification and return of the bill of exchange in the event of non-redemption.

4. The customer's retention rights or offset rights only exist insofar as legally enforceable or undisputed. The customer's counter-rights remain unaffected in the event of shipment defects.

5. The recipient's right to determine repayment is excluded. Any payment is made to the current account balance. If there is no current account, the repayments are governed by para. 366 sect. 2, 367. sect. 1 of the German Civil Code.

6. Agreed discounts are on the condition that the current account balance is settled or that no bills are outstanding from earlier deliveries to the customer.

7. . If, following agreement of the contract, we become aware of circumstances indicating an insufficient customer credit worthiness, such as insolvency, excessive indebtedness, application to initiate an insolvency procedure or payment arrears of at least €500 for over one month, we are entitled to demand an appropriate collateral security. If the customer does not meet this demand immediately, we are entitled to withdraw from the contract without any case for liability. In this case, we are entitled to cancel other contracts already agreed and to claim damages instead of performance.

VI. Retention of title

1. The goods remain our property until payment of the purchase price has been received, with regard to the receipt of cheques or bills of exchange, it is clearly stated that we cannot accept legal claims in relation to cheques or bills of exchange. The retention of title protects all claims from the business relationship; in the case of a current account agreement, the retention of title protects all claims in the current account. The retention of title is not affected by acknowledgement of a balance.

2. Prior to payment of the secured claims, the goods subject to retention of title must not be pledged to a third party or assigned as a security or otherwise subjected to a charge. The customer must inform us immediately in writing if and to what extent claims by a third party are being made on goods belonging to us. The customer must send us all documents required for the intervention. Irrespective of this, the customer is obligated as our representative to themselves protect our rights to the best possible extent.

3. The customer is entitled to sell on or further process the goods in the ordinary course of business. By processing these goods, the customer does not acquire ownership of the completely or partially manufactured goods; the processing is carried out solely at no charge to us. If our ownership expires through any circumstances, we are in agreement with the customer that the ownership of the goods upon their processing, is transferred to us. We hereby accept the transfer. The customer remains the custodian of the goods at no extra charge. Where goods that remain in the ownership of a third party are processed, we acquire joint ownership of the new products. The scope of this joint ownership is based on the ratio between the invoice value of the goods supplied by us and the invoice value of the remaining goods.

4. In the event that the customer conduct is in breach of contract, particularly in cases of default, we are entitled to rescind the contract in accordance with statutory regulations and to demand return of the goods on the basis of retention of ownership and the rescission. If the customer fails to pay the amount owed, we are entitled to assert these rights, only if we have first set the customer a reasonable payment deadline to no avail or if such a deadline as provided by law is superfluous.

5. The customer hereby assigns to us now as security all claims against third parties arising from the reseal of goods or products in total or equal to the amount of our approximate joint ownership pursuant to the aforementioned clause. We hereby accept the assignment. The customer's obligations stated in sect. 2 shall also apply with regard to the assigned claims. The aforementioned assignment protects all claims from the business relationship; in the case of a current account agreement, the assignment protects all claims in the current account.

6. We and the customer retain the right to collect receivables. We undertake not to collect the receivables, insofar as the customer meets its payment obligations, is not in default of payment for an amount greater than €500, has not made an application to initiate an insolvency process and there is no other deficiency in its performance capacity. However, if this is the case, we have the right to demand that the customer disclose the receivables assigned and the debtors, the full details required for collection, that the relevant surrendered documents be furnished and the debtors (third parties) be notified of the assignment.

7. We undertake to release the excess of the securities due to us on the basis of the above provisions, at the request of the customer, in the event that the nominal value (for receivables) or the estimated value (for goods) exceeds the receivables to be secured by us by 150% . The decision as to which security will be released shall be at our discretion.

VII. Withdrawal by the Customer

1. A breach of obligation for which we are not responsible does not entitle the customer to withdraw from the contract in accordance with paragraphs. 323, 324 of the German Civil Code, unless the breach of obligation is in relation to the delivery of a defective purchased item or in the manufacture of a defective product.

2. Following expiry of the grace period, the customer is only entitled to withdraw within a reasonable time period. Withdrawal is also not permitted if the customer accepts a service offered by us after the expiry of the grace period.

VIII. Liability

1. Unless otherwise derived from these general terms and conditions including the following provisions, we are liable in the event of breach of contractual and non-contractual obligations in accordance with the relevant statutory regulations.

2. We assume liability - irrespective of the legal reason- in case of intent and gross negligence. In cases of ordinary negligence we are only liable for damages arising from death, physical injury or harm to human health and for damage arising from breach of a fundamental contractual obligation (obligation, the proper fulfilment of which constitutes a condition sine qua non and on the fulfilment of which the contractual partner regularly relies and may rely). In the latter case, our liability is nonetheless limited to the reimbursement of the foreseeable, typically occurring damages.

3. The liability restrictions arising from sect. 2 shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the condition of the goods. This also applies to customer claims according to the Product Liability Act.

4. The customer is only entitled to withdraw or rescind due to a breach of obligation which is not a product defect, if we are responsible for such a breach. A free right of termination by the customer (specifically in accordance with para. 651, 649 of the German Civil Code) is excluded. Otherwise, statutory requirements and legal consequences are applicable.

5. We do not assume liability for damages that are the result of a breach of obligation by one of our legal representatives or agents.

IX. Warranty

1. Because of their nature and chemical composition our adhesive tapes and adhesive products are subject to limited shelf life and storage life. No warranty claims can be asserted for goods supplied by us and sold or use following expiry of the respective storage or shelf life date. The same applies to products that are designed solely for short-term applications, in the event that the intended application period is exceeded. We are happy to provide you with more precise information on the shelf life, storage life and application period.

2. Our deliveries should be inspected upon receipt. Non-merchants must inform us in writing of visible defects within two weeks and attach the delivery docket number, otherwise the warranty is invalid. Merchants are subject to para. 377 of the German Civil Code.

3. The customer is obligated, at our request, to return the goods to us for repair. The goods must be properly packed. We shall bear the cost of carriage if the reported defect is confirmed, otherwise the costs are borne by the customer.

4. Where we carry out repairs or send replacement goods in the interest of goodwill, the customer shall bear the costs of carriage. If the customer insists on the legal warranty, the customer must immediately return the offer of goodwill.

5. We cannot guarantee the suitability of our products for the customer's intended purpose. User instructions or guidelines are provided to the best of our knowledge based on experience in practice. They are nonetheless non-binding and do not exempt the customer from carrying out their own inspections and tests. We accept no liability for damages or any other prejudices arising from the above, including in relation to any proprietary rights held by third parties.

6. The customer must demonstrate - within the first six months after transfer of risk - that the item was defective at the time of transfer of risk, unless he applies to us with recourse to para. 478 of the German Civil Code. We assume no liability for public statements made by the manufacturer or other third parties (e.g. advertising). Over or under deliveries of up to 10% of the agreed quantity are permitted without customer objection. If a quantity more than 10% less than the agreed delivery quantity is supplied by us contrary to our obligation, the customer may only withdraw from the entire contract or apply for compensation if they no longer have any interest in the fulfilled delivery.

7. We will determine after due consideration whether we will remedy a defect reported by the customer or deliver a non-defective good. We must be able to view, investigate and test defective goods prior to a final decision. In the case of two failed attempts at substitute performance, the customer has the right to reduce the price or to withdraw from the contract, if nothing else arises from the type of good or the defect or other circumstances. The substitute performance never includes the disassembling of the defective goods, nor the reassembly, if we were not originally obligated to perform the assembly.

X. Adhesive Tapes and Special Finishes

1. All information on technical data, available at all times at customer request, are based on our own testing and experience, or are the results of thorough research by the different manufacturers. We reserve the right to minor quality fluctuations. In the case of justified complaints, we refund only the value of the adhesive tape, but are not liable for indirect damages, in particular for the application or special type of use or the non-usability of the adhesive tape. The customer must undertake to check the suitability of the adhesive tape for the intended purpose prior to use of our adhesive tapes. Sample rolls are always available for customers.

2. The following applies to special finishes of printed products: We retain ownership and possession of tools and print documents produced by us, even when they have been invoiced to the customer. Proofs that the customer has approved are the sole basis for determining the final print design. In coloured print designs, minor colour variations do not qualify as defective.

3. The customer guarantees that they have legal authorisation to reproduce the print design ordered. The customer undertakes, to indemnify Winterhalder Selbstklebetechnik GmbH against first demand from any claims, arising from infringement by the customer of copyright laws or other proprietary rights. This includes all court and legal costs arising from the legal defence.

XI. Statute of limitations

1.Warranty claims against us shall be subject to a statute of limitations of one year from delivery of the good or acceptance of the work, except where the claim is in relation to

2. In derogation of the statute of limitations regulation in paragraph 1, warranty claims against us lapse in the statutory period of limitation.

XII. Miscellaneous

1. Declarations and notifications (in particular notice of defects, requests for improvements, deadlines, reminders, declarations of withdrawal, terminations etc.), that must be submitted to us, require the written form in order to be effective. An e-mail is not sufficient for the written form.

2. Heitersheim is the place of fulfilment and sole court of jurisdiction for all disputes arising from this contract. This also applies to disputes in relation to bills of exchange and cheques.

3. It is agreed with the customer that in accordance with Art. 3. para. 1 Rom-I-VO, German law will be applied to the legal relationships between the parties. Application of the uniform UN convention on Contracts for the International Sale of Goods is excluded.

XIII. Final provisions

Insofar as the present general terms and conditions are either wholly or partially not included in the contract or are invalid, the remainder of the contract shall remain valid. As far as the provisions are not included in the contract or are invalid, the content of the contract conforms to the statutory provisions of the Federal Republic of Germany. The contract is invalid, if compliance with it, subject to the statutory provisions, constitutes an unreasonable hardship for the contractual parties.

Terms and Conditions