– General Terms and Conditions of Sale

§ 1 General Provisions, Definition of Terms

(1) These General Terms and Conditions of Sale (hereinafter “GTC”) shall apply – unless otherwise agreed in writing – to all deliveries, services, and offers of JagoTech Paper GmbH (hereinafter “JagoTech Paper”), to the exclusion of any conflicting general terms and conditions of the purchaser. Conflicting or deviating terms of the purchaser shall not be recognized, unless JagoTech Paper has expressly consented to their validity in writing in advance.

(2) The GTC, in their respective version, shall also apply as a framework agreement to future contracts for the sale and/or delivery of movable goods with the same purchaser, without JagoTech Paper having to refer to them in each individual case.

(3) Within the scope of these General Terms and Conditions of Sale, JagoTech Paper and the purchaser are collectively referred to as the “Parties.” A “Party” refers, depending on the context, to either JagoTech Paper or the purchaser.

§ 2 Conclusion of Contract

(1) The offers made by JagoTech Paper are non-binding and subject to change.

(2) JagoTech Paper will only accept the purchaser’s offer to conclude a sales contract if the purchaser has previously agreed to these GTC. Acceptance of a delivery by the purchaser constitutes an implied agreement to the contract terms under these General Terms and Conditions of Sale, unless the purchaser has explicitly rejected the applicability of the General Terms and Conditions in advance.

(3) A contract shall only be concluded once it has been confirmed in writing by JagoTech Paper.

(4) Any cancellation of an order must be submitted in writing by the purchaser and shall only become effective upon confirmation by JagoTech Paper.

§ 3 Delivery, Transfer of Risk, Acceptance, Delivery Period

(1) Delivery and pricing shall be made “Ex Works” (EXW) from JagoTech Paper in Almersbach (in accordance with the Incoterms in their current version). Almersbach is also the place of performance.

(2) At the purchaser’s request and expense, the goods will be shipped to another destination (sale by shipment). Unless otherwise agreed, JagoTech Paper shall be entitled to determine the method of shipment itself, in particular the choice of carrier, route, packaging, and insurance.

(3) Partial deliveries are permitted.

(4) The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser at the latest upon delivery. In the case of a sale by shipment, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the purchaser already upon handover of the goods to the carrier, freight forwarder, or any other person or entity designated to carry out the shipment.

(5) The delivery dates stated in the order confirmation are non-binding and represent only approximate information.

§ 4 Prices and Payment Terms

(1) The prices are exclusive of statutory value-added tax (VAT) and, unless otherwise agreed, exclude packaging, shipping, transport, customs duties, or other public charges.

(2) In the case of a sale by shipment (§ 3 para. 2), the purchaser shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the purchaser.

Etwaige Zölle, Gebühren, Steuern und sonstige öffentliche Abgaben trägt der Käufer. Transport- und alle sonstigen Verpackungen nach Maßgabe der Verpackungsverordnung nimmt JagoTech Paper nicht zurück. Sie werden Eigentum des Käufers und sind von diesem ordnungsgemäß zu entsorgen.

(3) The goods shall be invoiced at the same time as their shipment. The purchase price is payable within 14 calendar days from the invoice date, net.

(4) If the purchaser exceeds the payment term or it becomes apparent after the conclusion of the contract that the purchaser’s financial capacity has significantly deteriorated, JagoTech Paper shall be entitled, in accordance with statutory provisions, to refuse performance and – if applicable, after setting a deadline – to withdraw from the contract (§ 321 German Civil Code, BGB).

(5) Overdue payments shall bear interest. The default interest rate shall be in accordance with § 288 German Civil Code (BGB).

§ 5 Retention of Title

(1) JagoTech Paper retains ownership of the goods sold until full payment of all present and future claims arising from the sales contract and any ongoing business relationship (secured claims) between the Parties, as well as between JagoTech Paper and companies affiliated with the purchaser. Bills of exchange or checks from the purchaser shall only be deemed payment upon successful clearance.

If the validity of the retention of title is subject to specific conditions or laws in the country of destination, the purchaser shall be responsible for complying with them and must inform JagoTech Paper accordingly.

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The purchaser shall assist JagoTech Paper in any measures necessary to protect its ownership in the country to which the goods are transported, whether by or at the direction of the purchaser. The purchaser must promptly notify JagoTech Paper in writing if, and to the extent that, authorities or third parties assert claims to the goods belonging to JagoTech Paper.

The purchaser shall, at their own expense, take out insurance for the delivered goods against theft, fire, water damage, and other risks for the period until full payment of the purchase price has been made.

(3) In the event of a breach of contract by the purchaser, in particular non-payment of the due purchase price, JagoTech Paper shall be entitled, in accordance with statutory provisions, to withdraw from the contract and/or to demand the return of the goods based on the retention of title. The demand for return of the goods does not simultaneously constitute a declaration of withdrawal; rather, JagoTech Paper is entitled to demand only the return of the goods while reserving the right to withdraw. If the purchaser fails to pay the due purchase price, JagoTech Paper may assert these rights only if it has previously set the purchaser a reasonable deadline for payment without success, or if setting such a deadline is not required under statutory provisions.

(4) The purchaser is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally:

(a) The retention of title extends to products resulting from the processing, mixing, or combining of our goods, up to their full value, with JagoTech Paper being regarded as the manufacturer. If, in the course of processing, mixing, or combining with goods of third parties, their ownership rights remain, JagoTech Paper shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same provisions shall apply to the resulting product as to the goods delivered under retention of title.

(b) The claims arising from the resale of the goods or the resulting products against third parties are hereby assigned by the purchaser to JagoTech Paper, either in full or to the extent of JagoTech Paper’s possible co-ownership share according to the preceding paragraph, as security. JagoTech Paper accepts the assignment. The obligations of the purchaser set forth in paragraph 2 shall also apply with respect to the assigned claims.

(c) The purchaser shall remain authorized, alongside JagoTech Paper, to collect the assigned claims. JagoTech Paper undertakes not to collect the claims as long as the purchaser meets its payment obligations to JagoTech Paper, is not in default, no application for insolvency proceedings has been filed, and no other impairment of its ability to perform exists. If any of these conditions occur, however, JagoTech Paper may require the purchaser to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

(d) If the realizable value of the collateral exceeds JagoTech Paper’s claims by more than 10%, JagoTech Paper shall release collateral of the purchaser’s choice upon the purchaser’s request.

§ 6 Claims of the Purchaser for Defects

(1) The basis of JagoTech Paper’s liability for defects is primarily the agreement regarding the quality of the goods. Any product descriptions forming part of the individual contract shall be regarded as an agreement on the quality of the goods, regardless of whether the product description originates from the purchaser, the manufacturer or JagoTech Paper.

(2) If the delivered goods are defective, JagoTech Paper may, within the scope of supplementary performance, initially choose whether to remedy the defect (repair) or to deliver a defect-free item (replacement). Its right to refuse the chosen type of supplementary performance under statutory conditions remains unaffected. JagoTech Paper is entitled to carry out repeated repairs, but no more than three attempts at repair.

(3) The purchaser’s claims for defects require that they have fulfilled their statutory duties to examine and give notice of defects (§§ 377, 381 German Commercial Code, HGB). If a defect becomes apparent during the examination or later, JagoTech Paper must be notified in writing without undue delay. Notification shall be deemed prompt if made within two (2) business days, with timely receipt of the written notice being decisive for meeting the deadline.

(4) JagoTech Paper assumes no liability for products that are used or processed further after the defect has been identified.

(5) If the quantity of products delivered by JagoTech Paper is less than the ordered quantity, JagoTech Paper shall be solely obliged to deliver additional products to make up the shortfall.

(6) Deviating from § 438 para. 1 no. 3 German Civil Code (BGB), the general limitation period for claims arising from material and legal defects shall be one year from delivery.

§ 7 Minor Defects

In paper production, it is unavoidable that slight over- or under-deliveries occur. JagoTech Paper therefore reserves the right to deliver quantities above or below the agreed amount within the following tolerances, which depend on the delivery quantity. It is expressly clarified that over- or under-deliveries within these tolerances do not entitle the purchaser to raise a claim for defects or to return the delivered goods.

> 20 t +/- 10%
> 10 t +/- 20%
> 5 t +/- 30%

§ 8 Other Liability

(1) Unless otherwise stipulated in these GTC, including the following provisions, JagoTech Paper shall be liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions.

(2) JagoTech Paper shall be liable for damages – regardless of the legal grounds – in cases of intent and gross negligence. In the case of simple negligence, JagoTech Paper shall be liable only

(a) for damages resulting from injury to life, body, or health,

(b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment makes proper performance of the contract possible in the first place and on which the contractual partner regularly relies); in this case, however, JagoTech Paper’s liability shall be limited to compensation for foreseeable, typically occurring damage.

(3) The liability limitations arising from paragraph 2 shall not apply to the extent that JagoTech Paper has fraudulently concealed a defect or has provided a guarantee regarding the quality of the goods. The same shall apply to claims of the purchaser under the Product Liability Act.

§ 9 Force Majeure

JagoTech Paper shall not be liable to the purchaser if the non-fulfillment of contractual obligations is due to circumstances beyond JagoTech Paper’s control, such as fire, explosion, accidents, strike, lockout, flood, drought, embargo, war (whether declared or not), uprising, force majeure, terrorism, governmental measures, or a general shortage of raw materials or transport capacity; this also applies if a supplier of JagoTech Paper is unable to fulfill its obligations on time for the aforementioned reasons.

§ 10 Governing Law, Place of Jurisdiction, and Severability Clause

(1) These GTC, as well as all other provisions and clauses forming the contractual basis for the products sold under this contract, shall be governed by German law to the exclusion of international private law (conflict of laws) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) All disputes arising out of or in connection with this contract or the sale of products under this contract shall be finally resolved by arbitration. The arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce in Paris. The language of the arbitration proceedings shall be English. The arbitral tribunal shall consist of one or more arbitrators appointed in accordance with the aforementioned rules. The seat of the arbitration shall be Frankfurt am Main, Germany. Notwithstanding the foregoing, JagoTech Paper shall be entitled to bring claims for payment before any court with jurisdiction over the purchaser.

(3) The provisions of these GTC are severable. Should any individual provision of the contract, including these GTC, be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.