Purchase terms and conditions for the companies:
Heinz Glas GmbH; Heinz Holding; Heinz International; Glas Technik Piesau; Heinz Glas + Plastics Vertriebsgesellschaft

1. General
The following purchase terms and conditions are valid for all business relations with our suppliers. The supplier accepts hereby our purchase terms and conditions as exclusive legal binding base for the contract to be concluded herein as well as for all future busi-ness. The terms and conditions of this Agreement shall expressly prevail notwithstanding any variance with the terms and conditions of any other document submitted by Seller. Any deviating agreement shall not be valid unless specifically agreed by us in writing. Otherwise, any deviation from our purchase terms and conditions shall be deemed to be a rejection of the agreement; however, the occurred delivery of the goods shall constitute the supplier’s acceptance of our purchase terms and conditions.

2. Contract Conclusion
Written orders are valid subject to their signature by an authorised company representa-tive. The terms and conditions contained in the order may not be added to or modified by the supplier unless agreed by us. Telephone agreements are subject to a written confir-mation. In principle, contracts concluded based on conduct implying intent shall become valid by our written order.

3. Price
Prices are ex works including packaging unless otherwise separately agreed.

4. Payment
Unless otherwise specifically agreed, our payment terms are: within 14 days less 3% cash discount; net 30 days; no pre-payment invoices submitted.

5. Delivery term
The delivery time indicated in the order is binding. The supplier commits to notify us im-mediately in writing if, due to occurred or foreseeable circumstances, he fails to keep with the agreed delivery schedule. In the case of delayed deliveries we are entitled to legal claims. Particularly, after the expiration of an appropriate period, after the due delivery time, we are entitled to claim for penalty of non-performance, whereby no specific threat of rejection is required.
We are not liable for failure to take delivery of the goods due to force majeure.

6. Packaging
All packaging costs are borne by supplier. Returnable packaging shall be properly identi-fied and is send back to supplier on his own costs. The supplier is liable for damaged goods due to defective packing.

7. Non-conformities
The seller warrants that the goods delivered are free from defects and that such non-conformities would not occur for a period of one year. If non-conformities are identified during the warranty period, the limitation period for this defect begins to run. In case of non-conforming deliveries or services we can raise objections for open non-conformities within a month after receipt of delivery goods at the agreed destination, and for hidden defects within a month after their detection. Unrestricted legal warranty claim rights fully apply; regardless of that, we have the right to ask for repair or replacement from a sup-plier at our choice. In this case the supplier is obligated to take over all necessary costs in connection with the remedy of defects or the replacement. The right to compensation of damages, particularly damages due to non-performance, remains expressly reserved.

8. Indemnity
In case of late or non-conforming deliveries supplies and services leading to disturbances or to breakdown of the production process we may claim for compensation for the loss incurred, at least 20% of the purchasing price. This applies particularly for the perform-ances of the deliveries and services guaranteed in the contract. The indemnity amount is set higher or lower, if we prove higher or if the supplier proves lower damage.

9. Safety regulation
The delivered article has to comply with the acknowledged rules of technology, equip-ment protection law, the regulation concerning dangerous materials, law of protection against dangerous substances, regulations of professional organisations and other rele-vant safety and accident prevention regulations.

10. Manufacturer’s liability
So far the supplier is liable for product damage, he is obligated to exempt us at first re-quest from claims for damages with respect of third parties, provided that the cause lies in his responsibility and organisation field and that he is liable in legal relationships with third parties. In the context of such a liability cases the supplier is obliged to indemnify for possible costs in accordance with §§ 683, 670 BGB and §§ 830, 840 426 BGB, which may result in connection with a recall action carried out by us or by one of our customers. Any other claim rights remain unaffected.

11. Transfer of risks
The freight payer bears the risks acc. to the agreed freight terms up to the place of deliv-ery.

12.
The delivered goods remain the property of the seller until full payment of all balances according to the business transaction. If goods subject to retention of title are proc-essed or manipulated, the seller remains the manufacturer and retains ownership of the provisional and final products. If the buyer obtains sole ownership of the new goods buy combining, mixing or joining the goods subject to retention of title with other goods, the seller and buyer agree that the buyer will grant co-ownership to the seller, proportionately to the goods subject to retention of title to the value of the final product. In all cases, the buyer will store the new goods for the seller, free of charge. The buyer can resell the seller’s goods subject to retention of title or the co-owned goods within normal business proceedings. The buyer already transfers any claims resulting from the resale of the goods to the seller. The seller herewith agrees to the transfer. The buyer is granted authorization to collect any claims, as long as he re-mains in good standing with the seller and does not accrue any debts.

Upon request, the buyer must provide the seller with all information pertaining to the collection of any claims and the requested amount, as well as a list of all debtors. The buyer has the right to disclose the transfer of authorization for collection of claims to his debtors. The buyer is required to grant the seller’s representatives access to the storage facilities for the goods at any time. The buyer must inform the seller immedi-ately about any foreclosure proceedings of third parties against the aforementioned goods subject to retention of title or co-owned goods, while handing over all bailiff’s reports, attachment orders or other documents. The seller agrees to release the secu-rity amount according to the aforementioned conditions, if so desired, if the amount is 20% higher than the secured claims.

13.
The seller’s payment is due upon receipt of the goods. Billing reductions and terms of payment require a special agreement. Default interest is due in any case in the amount of 8% above the valid base interest rate (paragraph 288 section 2, BGB [German Legal Code]). Any other claims of the seller regarding additional damages caused by delay are not included.

14.
Every partial delivery represents a separately payable transaction.

15.
Late payment or other breaches of contract give the seller the right to withhold any further shipments without prior notice, or demand pre-payment for any remaining shipments. Otherwise, paragraph 323 BGB (German Legal Code) applies. If this is the cause for non-shipment of previously ordered and manufactured goods, the seller has the right to sell them at best price. The buyer forfeits any claims to pro-perty rights.

16.
The place of performance for delivery and payment is Kleintettau. The place of ju-risdiction is the Coburg County Court – Chamber for Commercial Matters. For this contract, German Law applies exclusively.

17.
The inapplicability of one provision does not render any others inapplicable. Any in-applicable provision is not simply omitted, but must be replaced by a valid regula-tion that approximates the economic result as closely as possible.

18.
We process customer data for fulfilment of the contract/order and maintenance of the current customer relationship. Any involved service agencies or banks will only obtain customer data as far as is required for the fulfilment of the contract/order.