GTC

General Terms and Conditions of Delivery and Payment (GTC)

MBK Verpackungen GmbH • Kamen • Version 2.0

Preamble: The following terms and conditions apply exclusively in business transactions with entrepreneurs (§ 14 German Civil Code - BGB), legal entities under public law, or special funds under public law for all sales contracts and contracts for work and materials concerning packaging and packaging materials.

1. Scope of Application

1.1 All deliveries, services, and offers of MBK Verpackungen GmbH (hereinafter referred to as “MBK”) are made exclusively on the basis of these General Terms and Conditions of Delivery and Payment. These form an integral part of all contracts concluded by MBK with its contractual partners (hereinafter referred to as “Customer”) regarding the supplies and services offered. They shall also apply to all future deliveries, services, or offers to the Customer, even if they are not agreed upon separately again.

1.2 Terms and conditions of the Customer or third parties shall not apply, even if MBK does not separately object to their validity in individual cases. Even if MBK refers to correspondence containing or referencing terms and conditions of the Customer or a third party, this does not constitute consent to the validity of those terms and conditions.

2. Subject Matter of the Contract, Technical Delivery Conditions, and Defect Evaluation List

2.1 (Incorporation of Technical Conditions): The subject matter and contractual quality basis of each delivery contract and contract for work and materials regarding tubes, closures, and packaging materials are, in addition to the individual order confirmation, the respective valid Conditions of Technical Acceptance (CTA) of MBK or its pre-suppliers (in particular with regard to material specifications, base body, head, membrane, thread, and cap dimensions, wall thickness, ovality, printing parameters, surface coatings, hot foil stamping, transport and storage conditions, as well as AQL quality inspection plans according to DIN ISO 2859-1 or PN-ISO 2859-1).

2.2 (Defect Evaluation List as Assessment Standard): For the technical quality and defect assessment of the delivered packaging materials as well as for acceptance and incoming goods inspection, the “Defect Evaluation List for Tubes Made of Laminate and Plastic” (Series Quality Assurance of Pharmaceutical and Cosmetic Packaging Materials, Editio Cantor Verlag Aulendorf, Volume 40) in its currently applicable version is the expressly agreed assessment standard. The defect classification (critical defects, major defects [AQL 0.65 / 1.0], minor defects [AQL 4.0]) as well as the test procedures specified therein (including burst pressure, tightness, ovality, print area delimitation, particle count, and filling good resistance of printing inks) are binding on both contracting parties.

2.3 (Machine Parameters and Processability): MBK warrants that the packaging materials comply with the agreed specifications and tolerances. MBK shall not be liable for incorrect machine settings, unsuitable tooling, or deviating process parameters on the filling, capping, or sealing systems of the Customer (such as insufficient sealing temperatures, improper hot air or ultrasonic welding resulting in delamination of the tube end seal). The Customer is obliged to configure and adapt its machinery to the specified tube parameters.

3. Offer, Contract Conclusion, and Communication

3.1 All offers submitted by MBK are non-binding and subject to confirmation, unless they are expressly designated as binding or specify a definite acceptance period. MBK may accept orders or commissions within 14 days of receipt.

3.2 Amendments and modifications to agreements entered into, including these General Terms and Conditions, must be in text form (§ 126b BGB) to be effective. Transmission via e-mail or facsimile is sufficient to satisfy the form requirement. Oral ancillary agreements require written confirmation in text form to become valid.

3.3 (Obligation to Verify the Order Confirmation): The Customer must carefully inspect the order confirmation issued by MBK immediately upon receipt for accuracy and completeness, particularly with regard to specifications, technical drawings, parameters, dimensions, print designs, colors, prices, and delivery quantities. If the order confirmation deviates from the Customer's order or requirements, the Customer must object to these deviations promptly, and at the latest within three (3) business days of receipt of the order confirmation in text form (e.g., via e-mail), providing substantiated details of the objection. In the absence of a timely objection, the contract shall be deemed concluded with the content and parameters stated in MBK's order confirmation.

3.4 Information provided by MBK regarding the subject of delivery or performance (e.g., drawings, weights, dimensions, and technical data) does not constitute guaranteed quality characteristics, but represents standard industry descriptions. Production-related tolerances in accordance with Section 2 and Section 5 are deemed approved as contractually compliant.

4. Prices, Payment, and Prohibition of Offsetting

4.1 Prices apply to the scope of performance specified in the order confirmations. They are quoted in EUROS ex works, plus packaging, statutory value-added tax at the applicable rate, and any customs duties or fees.

4.2 Where the agreed prices are based on MBK’s list prices and delivery is scheduled to take place more than four months after contract conclusion, MBK’s list prices valid at the time of delivery shall apply.

4.3 Invoice amounts are due and payable within 30 days of the invoice date without any deduction. In the event of default in payment, default interest of 9 percentage points above the respective base interest rate per annum as well as the statutory default lump sum of EUR 40.00 shall become due (§ 288 BGB). The right to assert higher damages caused by default remains reserved.

4.4 (Prohibition of Offsetting and Retention): The Customer is entitled to set off or withhold payments only to the extent that its counterclaims are undisputed or legally established by final judgment, or arise from the same contractual relationship and relate to a specific defect in the relevant delivery. Any offsetting, retention, or deduction against outstanding claims of MBK based on counterclaims, deductions, or complaints arising from other, separate delivery relationships, separate orders, or third-party invoices is expressly excluded.

4.5 MBK is entitled to fulfill outstanding deliveries only against advance payment or provision of security if circumstances become known after conclusion of the contract that are liable to significantly impair the creditworthiness of the Customer.

5. Delivery, Delivery Time, and Quantity Scale

5.1 Deliveries are made ex works (EXW latest version of Incoterms).

5.2 Delivery periods are always approximate only, unless a fixed deadline has been expressly confirmed in text form. MBK shall not be held liable for delays caused by force majeure or unforeseeable operational disruptions.

5.3 (Production-Related Quantity Variations / Tolerances): For production reasons inherent to plastic manufacturing and printing processes, MBK reserves the right to deliver excess or short quantities compared to the agreed order quantity. The following tolerances are deemed approved as contractually compliant:

 

Order Quantity (Order Volume)	Permissible Excess or Short Delivery
Up to and including 15,000 units	± 15%
From 15,001 up to and including 50,000 units	± 10%
From 50,001 units and above	± 5%

The invoice will always reflect the actual quantity delivered based on the agreed unit price. Quantity deviations within these tolerance thresholds do not constitute a defect and do not entitle the Customer to refuse acceptance or claim a price reduction.

6. Transfer of Risk, Acceptance, and Storage Costs

6.1 The place of performance for all contractual obligations is Kamen, Germany.

6.2 Risk passes to the Customer at the latest upon handover to the freight forwarder, carrier, or collecting party. If handover is delayed for reasons attributable to the Customer, risk passes upon receipt of notice that goods are ready for dispatch.

6.3 Storage costs incurred after the transfer of risk shall be borne by the Customer. In the event of storage by MBK, storage fees amount to 0.25% of the invoice value of the stored items for each completed week. Following handover, the obligation to comply with maximum storage temperature and storage duration parameters for empty packaging materials (pursuant to the Conditions of Technical Acceptance) lies solely with the Customer.

7. Warranty, Duty of Inspection, and Product Compatibility

7.1 (Limitation Period for Defect Claims): The limitation period for claims arising from material defects and defects of title is one (1) year from delivery of the goods. This does not apply to mandatory statutory liability claims (injury to life, body, or health, willful misconduct, gross negligence, fraudulent concealment, or § 445a BGB).

7.2 (Duty to Inspect and Give Notice of Defects): The Customer must inspect the delivered goods promptly upon delivery in accordance with the principles of § 377 German Commercial Code (HGB) as well as the test procedures set out in the Conditions of Technical Acceptance and the Defect Evaluation List (Volume 40). Notice of defects must be submitted promptly in text form, at the latest within seven (7) business days of delivery or discovery of concealed defects, accompanied by test samples.

7.3 (Mandatory Product Compatibility Testing): MBK supplies packaging materials in accordance with the contractually agreed specification. It is the sole and mandatory responsibility of the Customer, prior to commencing serial filling, to independently test the suitability, chemical/physical resistance, and compatibility of the delivered packaging materials (including closures, inner/outer coatings, and seals) with the specific filling product intended by conducting comprehensive laboratory, seal integrity, storage, and aging tests. MBK assumes no warranty or liability for defects, damage, chemical interactions, decomposition, stress cracking, loss of tightness, or discoloration resulting from incompatibility between the packaging material and the filling good, unless MBK has expressly guaranteed specific compatibility in text form.

7.4 In the event of justified and timely notices of defects, MBK shall, at its discretion, provide supplementary performance either by remedying the defect or by supplying defect-free goods.

8. Tooling, Printing Plates, Matrices, and Artwork

8.1 Compensation or cost shares paid by the Customer for printing plates (clichés), dies, matrices, tools, lithographs, and preliminary artwork represent solely a contribution towards actual development and manufacturing costs. All aforementioned items remain the exclusive material and intellectual property of MBK. No claim for surrender or transfer of ownership exists.

8.2 MBK undertakes to retain order-specific plates, dies, matrices, and tooling for reorders for a maximum duration of two (2) years, calculated from the date of the last shipment of goods produced with them.

8.3 If the Customer does not place a follow-up order for the respective items within this two-year period, the retention obligation lapses. After expiration of the period, MBK is entitled to properly dispose of or otherwise utilize the items without separate notification to the Customer, unless a separate, paid storage agreement in text form was concluded prior to expiry.

9. Liability for Damages

9.1 MBK shall be liable for damages, regardless of the legal basis, only in cases of willful intent and gross negligence. In cases of simple negligence, MBK shall only be liable for damages resulting from the breach of material contractual obligations (cardinal obligations); in this scenario, liability is limited to foreseeable damages typical for the contract.

9.2 (Maximum Liability Limit): In the case of liability for simple negligence, MBK’s obligation to compensate for property damage and resulting financial loss per claim is limited to a maximum amount of EUR 250,000.00 (or alternatively to twice the net order value of the affected delivery, whichever amount is higher).

9.3 The limitations of liability do not apply to liability under the German Product Liability Act (Produkthaftungsgesetz) or to damages arising from injury to life, body, or health.

10. Retention of Title and Security Rights

10.1 Delivered goods remain the property of MBK until full settlement of all present and future claims arising from the ongoing business relationship (reserved goods).

10.2 If the reserved goods are filled, mixed with other materials, or further processed by the Customer, this is carried out on behalf of MBK as the manufacturer (§ 950 BGB). If MBK's ownership is extinguished thereby, MBK acquires co-ownership of the newly created aggregate item in proportion to the invoice value of the reserved goods relative to the value of the other processed materials.

10.3 The Customer hereby assigns to MBK in full, by way of security, all claims arising from the resale of reserved goods.

11. Third-Party Intellectual Property Rights

11.1 If manufacturing or printing is carried out according to drawings, printing artwork, samples, or other specifications provided by the Customer, the Customer warrants that no third-party intellectual property rights are infringed. The Customer indemnifies MBK against all corresponding third-party claims upon first written demand and reimburses all necessary expenses of legal defense.

12. Final Provisions

12.1 Place of performance and exclusive place of jurisdiction for all disputes is the registered office of MBK in Kamen, Germany.

12.2 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.3 Should any individual provision of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected thereby.