Terms and conditions of purchase

I. Definitions
- Purchasing company: borrmannplus verpackungen GmbH & Co. KG (hereinafter referred to as "borrmannplus")
- Supplier: Manufacturer, producer, dealer, service provider
- Delivery item: Order of products, delivery of goods, provision of services
- Specifications: Specifications of the order and of a requirement specification
- State of the art: Developed stage of technical possibilities
- Date: Delivery dates are binding fixed dates
- Export control and foreign trade data: Supplier declarations of preferential origin
- Working days: Monday to Friday; public holidays are not working days

II. Scope of application
- These Terms and Conditions shall apply to all contracts between borrmannplus and the Supplier.
- They shall also apply to future business relationships.
- Deviating terms and conditions of the Supplier shall not apply unless they have been expressly agreed in writing and accepted by borrmannplus.

III. Delivery item
- The delivery item shall be manufactured in accordance with the documents and requirements submitted by borrmannplus and in compliance with the required specifications.
- The Supplier is obliged to check the specifications and to notify any corrections.
- The Supplier shall manufacture the delivery item in accordance with the latest state of the art and in compliance with the applicable laws.

IV. Information and documents
- Drawings, plans and other documents shall remain the property of the submitting party.
- The Supplier shall provide borrmannplus with information, instructions and drawings that enable the delivery item to be put into operation, maintained and stored.

V. Offer and conclusion of contract
- The Supplier shall be bound by its offer to conclude the purchase contract for four weeks.
- If borrmannplus does not accept the offer within these four weeks, any documents provided shall be returned or deleted.

VI. Delivery/Transfer of Risk/Transfer of Ownership
- The delivery clauses shall be interpreted in accordance with INCOTERMS 2020.
- Partial deliveries are only permitted by written agreement.
- Ownership of the delivered goods shall pass to borrmannplus upon handover.

VII. Deadlines/deadlines/delay/withdrawal
- The Supplier is aware of the importance of meeting deadlines.
- borrmannplus must be informed immediately of any delays in delivery.
- If borrmannplus requests an earlier deadline, the Supplier undertakes to take all measures to meet this deadline.
- The Supplier shall automatically be in default if the set deadline is exceeded.
- If the Supplier fails to meet its obligation to perform, borrmannplus may set a grace period or be entitled to withdraw from the contract. In addition, borrmannplus may claim damages in accordance with § 286 BGB.
- If borrmannplus asserts claims for damages, the Supplier shall be entitled to prove that it is not responsible for the breach of duty.

VIII. Payments
- The prices stated by borrmannplus in its order shall be binding.
- Unless otherwise agreed, the prices shall be free domicile, including packaging costs.
- The Supplier's invoices shall state the order number and article number.
- borrmannplus shall be entitled to rights of set-off and retention.
- The Supplier shall not be entitled to assign claims or have them collected by third parties.

IX. Warranty/liability/duty to inspect
- The Supplier has a quality management system and an outgoing goods inspection.
- The Supplier warrants that the delivery item complies with the specifications and the agreed availability and the use assumed by borrmannplus.
- The limitation period for claims for defects shall be 36 months from the transfer of risk.
- Upon receipt of the notice of defects, the Supplier shall rectify the defect without delay.
- If the Supplier fails to meet its obligation to perform, borrmannplus may perform the service itself or have it performed by a third party.
- borrmannplus shall be entitled to the statutory claims for defects and the Supplier shall be liable to the statutory extent. Any warranty rights of the Parties shall be governed by §§ 633 et seq. BGB.

X. Subcontractors
- Subcontracting to third parties shall only be permitted with the prior consent of borrmannplus.
- The Supplier shall be responsible for any vicarious agents or assistants employed.

XI. Supplier's liability/insurance cover
- The Supplier undertakes to indemnify borrmannplus against third-party claims.
- The Supplier is obliged to take out insurance with a minimum insurance amount of EUR 1,000,000.00.
- If borrmannplus has to carry out a recall campaign, the Supplier is obliged to reimburse all expenses.

XII. Exclusion of liability
- Claims for damages by the Supplier against borrmannplus are excluded unless borrmannplus can be accused of intent.
- The exclusion of liability also applies to the personal liability of vicarious agents, employees and workers of borrmannplus.

XIII. Confidentiality
- The Supplier is obliged to treat all information that is not in the public domain as a business secret and not to disclose it to third parties.
- The confidentiality obligation shall remain in force for a period of 5 years after termination of the contract.
- The Supplier may only advertise the business relationship with the written consent of borrmannplus.

XIV. Protection agreement
- The borrmannplus supply chain is part of the trade and business secret.
- The Supplier undertakes not to reproduce the subject matter of the contract either directly or indirectly or to distribute a similar item for the duration of the business relationship and for a period of 5 years thereafter.
- If the Supplier receives inquiries or orders from third parties, it undertakes to notify borrmannplus of this and pass it on.

XV. Export control
- The Supplier shall comply with the applicable requirements of national and international export, customs and foreign trade law.
- The Supplier shall provide borrmannplus in writing with all information and data required for compliance with the applicable foreign trade law.

XVI. Force majeure
- Cases of force majeure release the contracting parties from their contractual obligations for the duration of this event.
- If the force majeure lasts longer than 1 month, the contracting parties are entitled to terminate the contract.

XVII Compliance with applicable laws/social/environmental
- The supplier confirms compliance with applicable laws, regulations and guidelines.
- The supplier aims to comply with the principles of the International Labor Organization and the guidelines of fair trade.
- The supplier provides the delivery item in compliance with all relevant labor and environmental protection regulations.

XVIII Place of performance
- The place of performance for deliveries and payments shall be the respective borrmannplus location.
- In individual cases, the place of performance for deliveries may be a specified delivery address.

XIX. place of jurisdiction
- Weyhe is the exclusive place of jurisdiction for all disputes.

XX. Applicable law
- The relationship between borrmannplus and the Supplier shall be governed exclusively by the laws of the Federal Republic of Germany.
- The UN Convention on Contracts for the International Sale of Goods and the applicable conflict of laws provisions shall be excluded.
- Weyhe shall be the exclusive place of jurisdiction for all disputes.

XXI. General provisions
- borrmannplus has undertaken to comply with its own code of conduct and expects the same from the Supplier and its subcontractors.
- Should a provision be invalid, the validity of the remaining provisions shall remain unaffected.
- Amendments or supplements are only possible in writing.