Standard Terms and Conditions of Sale Kalle GmbH

1. Scope of Application

Any and all current and future goods and services shall be provided to our
contracting partners (hereinafter referred to as "Customer") solely on the
basis of these Standard Terms and Conditions, unless expressly agreed
otherwise in any given case generally or for specific individual matters. The
INCOTERMS of the International Chamber of Commerce in Paris (as
amended) shall also apply in cross-border transactions. We will not generally
recognize any standard terms and conditions of the Customer, even if we do
not expressly reject such terms and conditions. Any derogations from,
modifications and/or supplements to agreements between us and the
Customer, including these terms and conditions, must be made in writing.
Any waiver of this writing requirement must be in writing.
Our Standard Terms and Conditions and any contracts, which are form the
basis of these Standard Terms and Conditions, are governed by German law
in the same manner as between domestic persons.
If any of the following terms and conditions are not binding upon contracting
partners who do not qualify as entrepreneurs, governmental legal entities or
special governmental funds, then such provisions will remain valid vis-à-vis
any customer who qualifies as a merchant within the meaning of § 310 (1) of
the German Civil Code ("BGB").

2. Offer and Contract Formation

Our offers are non-binding. Technical data and any illustrations or pictures of
the item for delivery, which appear in any offers, brochures or other
informational documents, do not constitute a guaranty or a warranty as to
All contracts concerning our goods and services are subject to our
confirmation, either made in writing or sent via fax. Any unilateral, legally
binding statements concerning the contractual relationship, including any
notices of termination, must be made in writing. The written statement may
also be transmitted via fax.
We reserve the right to make any modification (including any improvements
to the ordered goods), if such modification appears advisable on the basis of
regulatory requirements and/or consumer protection laws or for purposes of
streamlining the manufacturing process, provided such modifications are not
unreasonable for the Customer.
We reserve all rights in any offers and cost estimates provided by us as well
as in any samples, tests, images, descriptions, models, calculations and
other documentation, which are furnished to the Customer but originated
from us or from third parties .
If we consent to the Customer's repudiation of a consummated transaction,
then such Customer will be obligated to reimburse us for any expenses that
we incurred in order to make it an offer. If we accept any modifications to the
order, then the Customer will bear the additional costs caused thereby.
Our printing costs are based on the number of colours and print runs. The
Customer shall be liable for any additional costs generated by any additional
work, including drafts, proof-changes and printing forms (print blocks,
engraving-cylinders, etc.). The printing prices shall apply to one print run,
which is at once ordered and completed in a single work cycle.
The manuscripts submitted by us or any copies thereof, which the Customer
confirms as print ready, will dictate the print production with respect to the
text and print status. In all printing jobs, any minor colour deviations from the
originally submitted manuscripts will be permissible. A colour deviation will
be deemed minor if the contractual purpose, specifically use in customer
dealings, is not impaired.
With respect to any printing materials furnished to us such as drafts, print
blocks, etc., we shall be liable only in the amount of the cost, which would
have been incurred had commercially customary work been procured. All
printing material must be retained in custody for 3 (three) years.
We shall retain title to all printing materials even if the printing preparation
costs are paid on an instalment basis.
Sentence 1, numbers 1 through 3 and sentence 2 of § 312 e (1) of the
German Civil Code (“BGB”) will not apply with respect to transactions
executed in connection with electronic commerce, unless the Customer
qualifies as a consumer within the meaning of the BGB.

3. Prices, Terms of Payment

Our prices shall apply only to the agreed goods and services. Any additional
and special services will be invoiced individually and on special terms.
Prices will be calculated as follows: by the metre or units for sausage casings
and by the m2 or unit for sponge cloths.
With respect to any contracts with an agreed term of more than 4 (four)
months, we reserve the right to increase the prices in accordance with any
cost increases triggered as a result of any collective bargaining contracts or
an increase in the cost of materials.
Our invoices shall be settled by remitting payment to our business accounts
by the payment date specifically agreed. Payment must always be made in
the currency indicated on the invoice. Payments will be deemed made on
the date on which the funds are at our disposal. Payments will be first
credited against the oldest debt. Any advance payments or payments on
account will not accrue interest. Cheques and notes will be accepted subject
to clearance and to the rights customarily reserved in commercial practice.
The payments will be deemed in default at the latest 30 (thirty) days after
they fall due. A payment default may be triggered earlier by issuing a default
notice. If there has been a payment default, then commencing on the date of
default, the Customer will be obligated to pay interest in an amount allowed
by law exceeding the base interest rate or an interest rate that is customary
in the Customer’s country. If we can prove a higher interest rate is required
to offset our loss, then we will be entitled to enforce such interest rate.
We will be under no obligation to carry out any additional deliveries to the
Customer during the period in which the Customer is in default on its
The Customer may offset its own claims against our payment claims or
enforce a right to withhold its counter-performance, only if such Customer
claims or rights are undisputed or have been reduced to final, nonappealable
judgment. The Customer is always entitled, however, to withhold
its performance on the basis of counter-claims arising from the same
contractual relationship.
If the Customer's financial condition has deteriorated, or it has discontinued
its payments, or it has become over-indebted, or insolvency proceedings
have been opened or a petition for their commencement has been made with
respect to its assets, or the Customer’s cheques or notes are not honoured,
then all outstanding or suspended claims will be called in for immediate
payment. In such cases, we will be entitled to demand advance payments or
the provision of security, or where the Customer, following a demand,
definitively refuses to perform the contract or provide security, to rescind the
contract or demand compensatory damages based on non-performance.

4. Deliveries

Delivery schedules and deadlines will be binding only if we have expressly
agreed that they are binding. An expressly agreed delivery schedule will be
deemed to have been met (a) if the item of delivery is delivered for shipment
during such period, or (b) in the event the shipment is delayed for reasons
beyond Kalle's control, provided we issue notice of tender of delivery during
the agreed period.
An agreed delivery schedule will be reasonably extended, if the failure to
meet such schedule is attributable to an event occurring after the conclusion
of the agreement such as a force majeure, mobilisation, war, uprising, strike,
lock-out, government expropriation, embargo, shortage of raw materials or
any other unforeseeable hindrance that cannot be avoided using reasonable
means. The aforementioned shall also apply if such circumstances occur to
persons delivering supplies to us.
If, as a result of a force majeure, the agreed performance is rendered
impossible or commercially impractical, either in whole or in part, for a
foreseeable period of more than six months, then we will have the right to
rescind the Agreement.
The same shall apply to the extent a supplier's delivery is delayed as a result
of force majeure.
If the shipment or delivery delay is caused by the Customer, then we will
have the right to invoice the Customer for any additional costs arising
We reserve the right to make partial deliveries to a reasonable extent.

5. Shipment

We shall deliver the ordered goods in packaging that is appropriate for the
shipment and the product itself. The Customer shall bear the additional
costs related to any requested extra packaging or transport materials.
Packaging that has been provided to the Customer on a loan basis only must
be returned in accordance with the relevant agreements reached. If such
return shipment is not made in a timely manner, then we may seek
reimbursement of the replacement costs from the Customer after having
issued a second default notice (containing a final performance date). If the
packaging is not returned in an orderly condition, then the Customer shall be
liable for the costs related to disposal and replacement arising therefrom.
The Customer shall bear the risk of loss on all deliveries, including return
shipments (excluding return shipments based on defects in the goods), even
if the parties agreed to a freight-paid, FAO/FCA or CIF delivery. Risk of loss
shall pass to the Customer at the latest upon shipment of the goods within
the meaning of § 447 BGB.
The Customer shall bear the costs for any freight increases following the
execution of the agreement and for any extra costs that are triggered by a
hindrance or delay in the transport caused by circumstances beyond our
Only at the Customer's explicit request will we insure, at the Customer’s
expense, against damages caused by theft, breakage, transportation, fire,
and water or against other insurable risks.

6. Complaints, Warranties

Promptly following delivery, the Customer must inspect the goods to
determine whether their quantity and qualities conform to the terms of the
contract and whether they are suitable for the intended purpose of use.
Written notice of any identifiable defects or quantitative discrepancies must
be provided to us promptly but no later than within 14 days following delivery
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to the Customer. Written notice of any latent defects or discrepancies must
be provided to us promptly following their discovery but within 1 (one) year
following delivery to the Customer at the latest. The notice shall include the
order date, the invoice number, the bill of delivery number, and a brief
description of the problem. Failure to submit such notice (complaint) in a
timely manner will result in the loss of the right to enforce claims against us
based on defects or discrepancies, unless we fraudulently concealed the
defect or provided a guaranty.
Our liability for defects is limited to the remedy of subsequent contract
performance; i.e., to the Customer’s right to demand, at our costs and at our
discretion, either to cure the defect or to deliver a conforming good. Section
439 (3) BGB continues to apply. If, for whatever reason, the subsequent
contract performance fails after a reasonable period of time, then the
Customer may – in its discretion – demand a reduction in the purchase price
or rescind the contract. In this case, the rights to enforce compensatory
damage claims or to demand indemnity for expenditures made in vain will
continue to exist, subject to the terms of item seven (7) hereof. The
Customer will be entitled to enforce these rights immediately (i.e., without
having to wait for a reasonable period of time), if we refuse to render
subsequent contractual performance or if such performance would not be fair
and reasonable for the Customer based on other grounds. The
aforementioned provisions do not apply to Customer claims based on any
guaranty we provide.
Any warranty claims against us will be time barred 1 (one) year from the date
on which the goods are delivered, unless we fraudulently concealed the
defect, in which case, the regular limitation period of three years will apply.
Only the Customer is entitled to enforce warranty claims against us. These
claims may not be assigned.

7. Liability

We will be liable for any damage resulting from injury to life, limb or health,
which may be attributable to a wilful or negligent breach of an obligation by
us or one of our statutory representatives or vicarious agents.
We will be liable for any other damage only if it is attributable to a wilful or
grossly negligent breach of a duty either by us or our statutory representative
or our agents. Our liability will be disclaimed if the breach of duty is merely
negligent, unless the breach relates to material contractual duties (cardinal
duties). If we negligently breached material contractual duties, then the
liability will be limited to the foreseeable damages arising from a contract of
this type.

8. Retention of Title

We retain title to all items delivered by us until the Customer has discharged
all claims arising from its business relations with us.
Our retention of title extends to any new products that are created when the
goods subject to title retention (“Secured Goods”) [Vorbehaltsware] are
processed. We conduct the processing as manufacturer. If the Secured
Goods are processed, linked to or co-mingled with other goods not belonging
to us, then we will acquire a pro rata co-ownership interest equal to the ratio
of the invoiced value of our Secured Goods to the invoice value of the other
As long as the Customer is prepared and in a position to duly discharge the
obligations it owes to us, it may dispose of the goods, in which we hold an
ownership or co-ownership interest, in the ordinary course of business. The
following specific rules shall apply:
a) If the Customer does not require immediate payment of the purchase
price from its own customers, then it must retain the ownership in the
modified goods. Unless it has retained such title, the Customer will not
be authorized to dispose of the Secured Goods.
b) The Customer hereby assigns to us all claims arising from the sale of the
Secured Goods, including all cheques and notes, for purposes of
securing our claims arising from the business relationship. In the event
that we hold a co-ownership interest in the goods that are sold, the
assignment will be limited to that portion of the claim, which represents
our co-ownership interest. If the Secured Good is modified in connection
with a work product agreement, then a claim, which represents the
consideration for the work product in an amount equal to the pro rata
amount of such consideration for the processed Secured Goods, is
hereby assigned to us. The Customer is entitled to resell or otherwise
use the Secured Goods only if it is certain that the claims arising
therefrom will pass to us.
c) If the assigned claim is incorporated into a current account, then the
Customer hereby agrees to assign to us a portion of the balance
(including the corresponding portion of the closing balance) from the
current account in an amount equal to such claim. If interim balances are
netted and the parties agree to carry forward the resulting balance, then
the claim from the interim balance to which we are entitled based on the
foregoing provision, will be deemed assigned to us.
d) The Customer is authorized to collect the claims assigned to us, until we
have revoked such authority.
As long as we have retained ownership, the Customer shall treat and hold
the Secured Goods in a safe and careful manner, to the extent it exercises
dominion over them. During the period in which title is retained, the
Customer may neither pledge nor create a security interest in the Secured
Goods. An action taken against the Secured Goods by third parties – such
as pursuant to an attachment or governmental seizure – as well as any
damage to or destruction of the Secured Goods must be promptly notified to
us in writing or via fax. The Customer shall be responsible for all costs
required to stop the action taken against the Secured Goods or to replace
the Secured Goods, provided they cannot be confiscated by third parties.
If the Customer breaches the duty to treat the Secured Goods with care and
any other duties of care and if there is a default in the payment of the
secured claims, then we will be entitled to repossess the Secured Goods.
The repossession will constitute a rescission of the agreement only if we
indicate such in writing. Following repossession, we may sell the Secured
Goods, whereby the proceeds from the sale will be set off against the
Customer's debts (less any reasonable costs of realisation). The same rule
shall apply in all cases involving the Customer's breach of contract.
If the realisable value of the collateral exceeds the secured claims by more
than 10%, then upon the Customer's request, we will release the excess
collateral in accordance with its instructions.
If the retention of title is not valid under the laws of the Customer's country,
either in whole or in part, then our aforementioned rights will be limited in
scope to that permitted by law.

9. Copyright, Trademarks

Unless otherwise expressly agreed, we will retain the reproduction right and
copyright in all printing materials, drafts and outlines prepared by us. No
draft may be reproduced or copied without our prior written consent.
Trademarks may be used in connection with products that are processed or
manufactured by the Customer only with the special written consent of the
trademark holder.
If, in discharging the order pursuant to the directives and requests of the
Customer, third party intellectual property rights are infringed, then the
Customer shall be liable for all infringement claims arising therefrom.

10. Confidentiality

The contracting parties covenant to treat as confidential for an indefinite
period any and all information to which each becomes privy in connection
with the Agreement and which is marked as confidential or which, on the
basis of its circumstances, is identifiable as a business or trade secret, and
agree not to record or otherwise exploit such information – to the extent it is
not required to meet the contractual purpose.

11. General Provisions

To the extent the Agreement is executed with contracting partners that
qualify as entrepreneurs, governmental legal entities or special governmental
funds, the judicial forum for all disputes arising from this contractual
relationship shall be Wiesbaden. This shall also apply to any lawsuits brought
in expedited legal proceedings involving instruments and commercial paper.
Should any provision of these Standard Terms and Conditions of Sale or any
portion thereof be or become invalid, then the validity of the remaining
provisions and the validity of the contract executed with the Customer will not
be affected thereby.