General Terms and Conditions of Sale and Delivery of
MEGGLE GmbH & Co. KG

1.
1.1

1.2

1.3

1.4

1.5

1.6

1.7

2.
2.1

2.2

2.3

Scope of Application, Deviating Terms and Conditions, Future
Business, Prevailing Agreements, Written Form for Legally Relevant Declarations
These General Terms and Conditions of Sale and Delivery shall apply
to any offers or order confirmations issued by MEGGLE GmbH & Co.
KG (hereinafter referred to as “MEGGLE”), as well as to any deliveries
and other performances such as services provided by MEGGLE (including cost estimates, additional services, consultations and information),and to all contracts that MEGGLE concludes as a seller, supplier andcontractor with the buyer or client (hereinafter referred as the “Customer”).
These General Terms and Conditions of Sale and Delivery shall apply
exclusively. Any conflicting, deviating or supplementary conditions of
the Customer shall only apply if MEGGLE explicitly consents to theirvalidity in writing in each case. These General Terms and Conditions ofSale and Delivery shall only apply to dealings with “entrepreneurs”, asdefined in Section 14 of the German Civil Code (BGB).
These General Terms and Conditions of Sale and Delivery shall even
apply if MEGGLE unconditionally delivers a product or service to theCustomer in the knowledge of the latter’s conflicting or deviating conditions.
The latest version of these General Terms and Conditions of Sale andDelivery shall also apply exclusively to any future business concluded
with the Customer within the scope of the parties’ current business
relations, even if the application of this document is not explicitly
agreed again.
Any individual agreements concluded with the Customer (includingside agreements, additions and amendments) and any deviating information contained in offers /order confirmations shall take precedence
over these General Terms and Conditions of Sale and Delivery.
Any legally relevant declarations and notifications to be submitted by
the Customer to MEGGLE after the contract has been concluded (e.g.
set deadlines, complaints for defects, declaration of withdrawal fromthe contract or price reductions) must be made in writing to be effective.
MEGGLE is guided by the Code of Conduct of the amfori Business Social Compliance Initiative (BSCI) as amended from time to time as aminimum social standard. The current BSCI Code of Conduct is available on the homepage www.amfori.org. Any terms and conditions of
the Buyer which conflict with or deviate from or supplement this Codeof Conduct shall not apply unless MEGGLE has expressly agreed totheir consideration in writing in an individual case. Contractual obligations shall only arise if expressly agreed in writing.
Contractual Declarations (Formal requirements), Documents
Amendments and other (side) agreements before or upon conclusionof the contract must be made in writing to be legally effective (e.g.
letter, fax, signed document sent via email; hereinafter referred to collectively as “in writing”). Offers shall be provided either in writing or bye-mail. Order confirmations are only valid in writing or as an e-mailwith an electronically generated order confirmation as an attachment.
Any offers made by MEGGLE (particularly regarding prices, quantities
and delivery dates) shall be non-binding and only regarded as an invitation for the Customer to make a request for a contract (hereinafterreferred to as an “order”), unless stated otherwise in a specific offer
submitted by MEGGLE. The Customer shall be bound to its order for
two weeks. A contract shall only become legally effective when
MEGGLE issues a written order confirmation or electronically generated order confirmation sent by separate e-mail, but at the latest when
the Customer accepts the delivery.
MEGGLE shall retain ownership of any technical illustrations, productdescriptions or other documents issued to the Customer over thecourse of the contractual negotiations. They may only be passed on tothird parties with MEGGLE’s express prior written consent.

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2.4

MEGGLE shall be entitled to ask the Customer to prove it is authorised
to purchase the ordered products if the applicable laws stipulate a special form of registration and/or authorisation for the purchase of thetype of products concerned. MEGGLE shall only be obliged to deliver
the products when the Customer has provided the appropriate evidence.

3.

Assignments, inclusion of Third Parties, Pricing, Terms of Payment, Late Payment, Electronic Invoicing, Offsetting / Withholding Payments, SEPA Direct Debit Mandate, Financial Deterioration
MEGGLE may assign claims arising from or in connection with the contract to affiliated companies or to other third parties. MEGGLE shallfurther be entitled to commission third parties for performance of contractual obligations for which it is responsible. The Customer is obliged
to make all payments personally.
Unless otherwise stated in an order confirmation, all prices shall include “Free Carrier” shipment from MEGGLE’s headquarters (FCA, Incoterms 2020) exclusive of packaging. Unless otherwise agreed, allprices shall be indicated as net prices in euros; statutory value added
tax shall be charged additionally ; the value added tax shall be indicated separately.
MEGGLE is registered as a manufacturer of packaging with the registration number DE5180950248883 in the packaging register LUCID. If
MEGGLE is commissioned as a contract manufacturer and the packaging exclusively shows the name or brand of the Customer, the Customer itself shall be obliged to fulfill its obligations under the Packaging Act and other applicable regulations.
MEGGLE shall adjust the prices to be paid at its reasonable discretionto the development of energy costs that are relevant for the calculation of prices. A price increase shall be possible and a price reduction
shall be made if there is an increase or decrease in the cost of procuring
energy. Increases in cost of purchasing energy, may only be used toincrease prices if they cannot be compensated otherwise. In the caseof energy cost reductions, MEGGLE shall reduce prices to the extent
that such cost reductions are not fully or partially offset by any increases in other areas.
Within the context of a continuing obligation or a framework agreement, MEGGLE shall, when exercising its reasonable discretion, selectthe respective points in time of a price change in such a way that cost
reductions are not taken into account in accordance with criteria thatare less favourable for the Customer than cost increases; this meansthat cost reductions shall have an effect on the price at least to thesame extent as cost increases. Within the context of an individual purchase contract, MEGGLE shall make a price change if there are morethan three months between the conclusion of the contract and theagreed delivery date.
Unless otherwise stated in the order confirmation, all invoices issued
by MEGGLE shall be due for payment within 10 days of the invoicedate. Deductions for early payment shall only be granted by express
written agreement.
A payment shall only be considered made when the full invoice
amount is at MEGGLE’s disposal. MEGGLE shall not be obliged to accept cheques or bills of exchange; they shall only be accepted as full
payment following a successful bank clearance process.
In the event of late payment, MEGGLE shall be entitled to charge interest at 9 percentage points above the respective base rate and the statutory default fee of EUR 40.00. MEGGLE explicitly reserves the right toassert a greater claim for damages as a result of late payment.
The Customer hereby agrees to electronic invoicing in accordance withsentence 7 and 8 of Section 14 (1) of the German Value Added Tax Act(UStG). Any complaints about invoices must be made by the Customer
immediately (i.e. without culpable delay) in writing.

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

General Terms and Conditions of Sale and Delivery of
MEGGLE GmbH & Co. KG

The Customer may only offset claims against counterclaims that are
acknowledged by MEGGLE, undisputed, legally established or ready forjudgement. The Customer shall only be authorised to withhold a payment if its counterclaim is based on the same contractual relationshipand is acknowledged by MEGGLE, undisputed, legally established orready for judgement.
3.10 If payment via direct debit is agreed, the Customer shall issue MEGGLE
with a mandate upon request to participate in the SEPA business-tobusiness direct debit scheme.
3.11 If it becomes apparent that MEGGLE’s claim to consideration is jeopardised by the Customer’s solvency after the contract has been concluded, MEGGLE may refuse to provide its services until the Customer
renders the consideration or provides a security. After a period set forthis purpose, MEGGLE shall be entitled to withdraw from the contract
and/or demand compensation for damages or the reimbursement ofexpenses if the legal requirements are met.

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3.9

4.
4.1

4.2
4.3
4.4

4.5

4.6

4.7

Delivery, Partial Deliveries, Force Majeure, Deliveries from Suppliers, Delivery Delays, Liability for Late Deliveries
Unless otherwise indicated or agreed by MEGGLE, all delivery dates
and deadlines shall be non-binding. A delivery period shall only begin
when all necessary documents, permits, clearances or other cooperative actions have been provided by the Customer or an agreed down
payment has been made. Even after a delivery period has begun,
MEGGLE shall not be obliged to deliver if the Customer fails to properly
perform its own obligations on time, particularly if it falls in arrears.
MEGGLE reserves the defence of unperformed contract.
Unless otherwise agreed, all deliveries shall be made as “Free Carrier”
shipments from MEGGLE’s headquarters (FCA, Incoterms 2020).
MEGGLE shall be entitled to deliver the goods in partial quantities to areasonable extent.
If the delivery of the goods is hindered by force majeure or other unforeseeable events occurring at MEGGLE or one of its suppliers/subcontractors that prevent MEGGLE temporarily from delivering thegoods on the agreed date or by the agreed deadline through no direct
or indirect fault of its own, the delivery date and deadline shall be extended by the amount of time for which the performance of the contract is disrupted by such circumstances plus a reasonable recovery
time. If delivery becomes completely or partly impossible or cannot bereasonably expected due to the above circumstances, MEGGLE shallinsofar be released of its duty to deliver and/or entitled it withdraw
from the contract. If such a disruption leads to a postponement of over
8 weeks, both contracting parties shall be entitled to withdraw fromthe contract; however, the Customer shall only be entitled to withdraw
from the contract after setting a reasonable grace period for the delivery. Other statutory rights of withdrawal are not affected by the before
mentioned provision.
Such events particularly include breakdowns caused by war, sabotage,
fire, explosion, water or natural disaster or extreme natural events suchas severe weather, as well as legitimate labour disputes and strikes,
pandemics, epidemics or plagues, official orders, interruption or suspension of energy supply, failures or restrictions of electronic data exchange caused by a third party as well as attacks on IT systems of
MEGGLE or one of its suppliers/subcontractors by third parties.
Section 4.4 shall also apply in the case of a long-term supply relationship; MEGGLE shall even be entitled to terminate the entire contract if
only partial deliveries are affected but MEGGLE cannot be reasonably
expected to fulfil the terms of the entire contract due to force majeure.
If MEGGLE does not receive deliveries on time or at all from its suppliers – this also includes the supply from MEGGLE’S suppliers of raw materials as well as energy such as gas –, it shall not be deemed in default
of its obligations to the Customer, unless MEGGLE is responsible forthe late supply or lack of supplies. MEGGLE shall be entitled to withdraw from the contract if becomes clear that its suppliers will not be

4.8

5.
5.1

5.2

5.3
5.4
5.5
5.6

6.
6.1

6.2
6.3

able to supply the ordered goods, raw materials or the quantities ofenergy ordered through no fault of its own despite making parallel
covering arrangements.
In the event of late delivery, MEGGLE shall be liable for damages inaccordance with Section 8 of these General Terms and Conditions ofSale and Delivery. In the event of slight negligence, however, MEGGLE’s
liability for damages caused by delay shall be limited to 0.5% of thevalue of the delayed (partial) delivery for every full week of delay, up
to a maximum of 5% of the value of the delayed (partial) delivery.
Special conditions for other services
MEGGLE shall perform the agreed services (a) with reasonable expertise and care, (b) in accordance with current scientific and technicalstandards. If the Client commissions MEGGLE to perform other services
and if the Client provides MEGGLE with its own material or samples for
performance, the Client shall be obliged to inform MEGGLE prior toperformance about all known health risks/dangers of the substance, inparticular during examination or processing as well as cleaning of theequipment, and to provide a safety data sheet.
Insofar as MEGGLE makes work results available electronically, responsibility for the content shall end with the start of the transmission process. Any alteration or falsification of these results by third parties outside MEGGLE's access area shall not constitute grounds for liability on
the part of MEGGLE.
Test reports shall exclusively reflect the results or assessments determined at the time of the test in accordance with the ordered scope ofservices.
MEGGLE shall not be obliged to refer to facts or aspects or to prepare
reports on them which are not included in the scope of the orderedservices, examinations and/or procedures.
MEGGLE reserves all rights to all processes, test methods, devices
and/or equipment including improvements thereto.
Changes in performance requested by the Customer after the orderhas been placed shall not affect the validity of the results. Changes in
performance shall be regulated in a written supplementary contractprior to the start of the performance, in which the additional remuneration and any changes in the time schedule shall be stipulated. If it
becomes apparent during an analysis that, due to the nature of thesample or the nature of a test specimen, it does not lead to a usable
result according to the prescribed or agreed test procedures, MEGGLE
shall make suggestions for further testing. In this case, the Customer
shall bear the costs for the resulting additional expenditure, unless otherwise agreed.
Default on Acceptance, Storage Costs, Flat-Rate Compensation
If the Customer defaults on the acceptance of the goods or culpably
violates any other of its obligations to cooperate, MEGGLE shall be entitled, without prejudice to its other rights, to appropriately consign orstore the goods at the risk and expense of the Customer. MEGGLE may
commission a forwarding agent or warehouse keeper for such purposes. If MEGGLE stores the goods on its own premises, it shall be entitled to a storage fee amounting to 0.25% of the net purchase price ofthe stored goods per full week of storage. Higher or lower storage
costs may be proven and charged accordingly. MEGGLE reserves theright to assert further claims.
The risk of the accidental loss or deterioration of the goods shall betransferred to the Customer at the point in time at which it defaults on
acceptance.
If the Customer refuses to accept the delivery ofthe contractuallyagreed goods, or if a reasonable grace period for acceptance expires
without the desired result, MEGGLE shall be entitled to withdraw fromthe contract and/or demand compensation for damages instead ofproviding the service. In such cases, MEGGLE shall be entitled to demand 20% of the agreed net purchase price from the Customer asGeneral Terms and Conditions of Sale and Delivery of
MEGGLE GmbH & Co. KG

September 26, 2023
page 3 of 5compensation. The Customer shall be free to present evidence that
MEGGLE has not incurred any damage or less damage than the flatrate compensation. MEGGLE reserves further rights, particularly theright to prove it has incurred a greater degree of damage.
7.
7.1

7.2

7.3

7.4

7.5
7.6
7.7

7.8
8.
8.1

Complaints for Defects, Warranty
The Customer may only assert claims for defects if it inspects the goods
immediately after delivery, and in any case before processing thegoods. Apparent defects must be immediately reported to MEGGLE inwriting (within one week of delivery at the latest). If a hidden defectsubsequently becomes apparent, a written complaint must similarly bemade immediately (within one week of its discovery at the latest). If the
Customer fails to report a defect, the delivery shall be considered faultless and approved. Any rejected goods must be properly stored by the
Customer at its own expense. The timeliness of a complaint shall depend on the time at which it is received by MEGGLE.
The product to be delivered shall be free from material defects if it has
the agreed quality (subjective requirement). All product specifications
and other manufacturer's information which are the subject matter ofthe individual contract or which were publicly announced by MEGGLE(at the time of the conclusion of the contract) shall be deemed to bean agreement on quality in this sense. MEGGLE shall only be liable forthe characteristics of a packaging with regard to its usability for a specific purpose of use if this purpose of use was so presupposed or expressly agreed in the contract concluded between MEGGLE and theCustomer.
If the Customer reports a defect on time in accordance with Section
7.1, MEGGLE shall be entitled, at its own discretion, to resolve the issue
by either remedying the defect or delivering another flawless item. If
MEGGLE decides to remedy the defect, it shall bear all the necessary
expenses, unless the rectification measure is made more expensive by
the fact that the goods have been moved to a different location sincedelivery.
The Customer may only assert claims against MEGGLE for the breachof third-party industrial property rights or copyrights if it immediately
informs MEGGLE in writing about any such claims asserted by third
parties, it does not acknowledge a breach and allows MEGGLE to takecare of all protective measures and settlement agreements. Furthermore, the Customer may not assert claims if the breach of third-party
industrial property rights or copyrights is caused by special requirements of the Customer, by an application of the goods that could not
be foreseen by MEGGLE, or by the fact that the delivery is changed by
the Customer or used alongside products that are not supplied by
MEGGLE.
The Customer shall not be entitled to assert claims for defects if there
is only a minor deviation from the expected quality of a product or aminor impairment of its usability.
With the exception of claims for damages warranty claims shall become time-barred one year after the products have been delivered.
The Customer may only assert claims for damages caused by defects
if MEGGLE’s liability is not excluded or limited in accordance with Section 8 of these General Terms and Conditions of Sale and Delivery. The
Customer may not assert any claims for defects beyond those stipulated in Section 7 of these General Terms and Conditions of Sale andDelivery.
The limitation of Section 7 shall not apply if MEGGLE has fraudulently
concealed a defect or to the extent MEGGLE issued a guarantee.

8.2

Liability
MEGGLE shall be fully liable for damages in the event of intent andgross negligence. In the event of a slightly negligent breach of a primary contractual duty or a secondary contractual duty, the breach ofwhich jeopardises the achievement of the contractual purpose or thefulfilment of which allows the contract to be properly performed in the

9.4

8.3
8.4

8.5
8.6

9.
9.1

9.2

9.3

first place and in the compliance with which the Customer may put its
trust (hereinafter referred to as an “essential secondary duty”),
MEGGLE’s liability shall be limited to the typical degree of damage forthe type of contract in question that was foreseeable at the time thecontract was concluded.
In the event of a slightly negligent breach of a primary contractual dutyor essential secondary duty, MEGGLE’s liability shall be limited to twotimes the order value.
MEGGLE shall not be held liable for the slightly negligent breach of
secondary contractual duties that are not essential secondary duties.
The above exclusions and limitations shall not apply if defects are
fraudulently concealed or if a guarantee is undertaken for productqualities, nor shall they apply to MEGGLE’s liability for claims asserted
by the Customer in accordance with the German Product Liability Act(ProdHaftG) or for damage to the Customer’s life, limb or health. This
shall not reverse the burden of proof to the detriment of the Customer.
If MEGGLE’s liability is excluded or limited, this shall also apply to thepersonal liability of MEGGLE’s legal representatives, employees, workers and vicarious agents.
With the exception of claims resulting from prohibited acts, any claims
for damages asserted by the Customer, where MEGGLE’s liability is limited in accordance with Section 8 of these General Terms and Conditions of Sale and Delivery, shall expire one year from the start of thestatutory limitation period.
Reservation of Proprietary Rights
MEGGLE shall retain ownership of the delivered goods (hereinafter referred to as “goods subject to the reservation of proprietary
rights”) until the settlement of all claims held against the Customer
within the scope of the supply contract and any other claims that
MEGGLE acquires against the Customer in direct connection with thedelivered goods, regardless of the legal grounds. Furthermore,
MEGGLE shall retain ownership of goods subject to the reservation of
proprietary rights until the settlement of any other claims that MEGGLE
acquires against the Customer – now or in the future – regardless of
the legal grounds (including any outstanding claims to the balance on
a current account). In the case of a current account, the goods subject
to the reservation of proprietary rights shall act as a security for theoutstanding balance claims held by MEGGLE.
If goods subject to the reservation of proprietary rights are delivered
to countries where the validity of the reservation of such proprietary
rights is subject to specific requirements or formalities, the Customer
shall do everything at its own expense and without undue delay togrant MEGGLE the appropriate security rights. The Customer shall cooperate in all measures that are necessary and beneficial for the effectiveness and enforceability of such security rights (e.g. registration,
publication).
The Customer shall be entitled to process and resell goods subject tothe reservation of proprietary rights within its ordinary course of business. However, the Customer shall not be entitled to process and resell
goods subject to the reservation of proprietary rights if it is in arrears
or has suspended its payments for more than a temporary period. If
MEGGLE is the owner of goods subject to the reservation of proprietary
rights, it may revoke the Customer’s authorisation to process and resellsuch goods for objectively justifiable reasons. The Customer hereby
assigns to MEGGLE all claims resulting from the processing and resaleof goods subject to the reservation of proprietary rights, including any
ancillary rights; MEGGLE hereby accepts the assignment.
The Customer shall remain entitled (until revocation) to collect the assigned claims. MEGGLE may revoke the authorisation to collect theclaim for objectively justifiable reasons. MEGGLE reserves the right tocollect the assigned claims itself. If the Customer fulfils its payment
obligations, does not fall in arrears and, in particular, no application
has been made to open insolvency proceedings and payments haveGeneral Terms and Conditions of Sale and Delivery of
MEGGLE GmbH & Co. KG

9.5

9.6

9.7

9.8

9.9

not been suspended, MEGGLE agrees to refrain from collecting the assigned claims itself. If the Customer fails to fulfil its payment obligations and MEGGLE is therefore authorised to collect the claims itself,
the Customer must, upon request, provide MEGGLE with a list of all
goods subject to the reservation of proprietary rights, as well as a listof the assigned claims and the names and addresses of the debtors
with the amount of the respective claims. The Customer shall beobliged to notify the debtors of the assignment of claims upon request,
and MEGGLE shall be entitled to do the same.
If the Customer processes or transforms goods subject to the reservation of proprietary rights in any way within its ordinary course of business, it shall do this on behalf of MEGGLE in such a way that MEGGLE
shall be regarded as the manufacturer, as described in Section 950
BGB, without obliging MEGGLE to accept its assignment as the manufacturer. Any processed goods shall be considered goods subject tothe reservation of proprietary rights, as described in Section 9 of these
General Terms and Conditions of Sale and Delivery. If the Customer
processes, combines or mixes goods subject to the reservation of proprietary rights with other goods that are not owned by MEGGLE, thelatter shall acquire co-ownership of the new item in the ratio of the
final invoice amount of the goods delivered under the reservation of
proprietary rights (hereinafter referred to as the “value of the goods
subject to the reservation of proprietary rights”) to the value of theother processed, combined or mixed goods at the time of the processing, combination or mixing. If the Customer acquires sole ownership of the new item, the parties hereby agree that the Customer shalltransfer MEGGLE proportionate ownership of the new item in the ratioof the value of the goods subject to the reservation of proprietary
rights to the value of the new item, and the Customer shall store the
new item for MEGGLE free of charge. The new item resulting from theprocessing, combination or mixing shall otherwise be subject to thesame terms and conditions as the goods subject to the reservation of
proprietary rights.
The Customer must adequately insure goods subject to the reservationof proprietary rights against theft, burglary, water and fire damage, andit must maintain such insurance coverage. The Customer hereby assigns to MEGGLE any insurance claims held against its insurance company in the event of damage, provided MEGGLE is the owner or coowner of the damaged items; MEGGLE hereby accepts the assignment.
As long as goods are subject to the reservation of proprietary rights,
MEGGLE must give its prior written consent for the goods to bepledged, transferred by way of security or otherwise transferred orchanged in any way that affects MEGGLE’s security. In the event of any
third-party intervention (e.g. enforcement measures), the Customer
must immediately notify MEGGLE, provide all information and documents required for MEGGLE to safeguard its rights and inform the third
party of the reservation of MEGGLE’s proprietary rights.
If the Customer breaches the contract, particularly by falling in arrears,
MEGGLE shall be entitled to recover the delivered goods at the end ofa reasonable grace period. However, MEGGLE shall not be obliged to
set a grace period in the event of imminent danger. The recovery of
the goods shall also constitute a withdrawal from the contract.
MEGGLE shall be entitled to exploit any recovered items; the proceedsfrom any such exploitation shall be deducted from the Customer’s liabilities (minus any reasonable exploitation costs).
At the request of the Customer, MEGGLE shall be obliged to waive thereservation of its proprietary rights or release its securities insofar as
the realisable value of all securities granted to MEGGLE from the reservation of proprietary rights, transfer by way of security and assignment in advance exceeds the total amount of the secured claims
against the Customer by over 10%; MEGGLE shall select the securities
to be released.

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10. Confidentiality, Contractual Penalty, Marketing Measures
10.1 Customer is obliged to use confidential information and trade secrets
that have been made available to it by MEGGLE only use it to fulfill its
obligations under the concluded contract, only give it to employees
who are obliged to maintain confidentiality and have a need-to-know,
and not pass it on to third parties, unless they (i) were already publicly
known at the time of disclosure or have become so thereafter, (ii) aredisclosed to Customer by a third party without Supplier breaching any
confidentiality obligation, (iii) were already in Customer's possession
or known to it at the time of disclosure, or (iv) were developed by Customer independently of access to the trade secrets. If those obligations
are breached, MEGGLE may demand immediate return of its information and trade secrets.
10.2 The trade secrets pursuant to sub-paragraph 10. 1 shall include, in particular, MEGGLE's internal procedures, the conditions of the contractconcluded, documents and information received by MEGGLE, personaldata, recipes, procedural instructions, specifics of the development
project including the systems used for this purpose, know-how, business relationships, business strategies, business plans, financial planning and personnel matters, the technical status, the construction andoperation of the production facilities including descriptions, schedules,
goals, construction drawings, plans, whereby it is irrelevant on which
carrier medium they are embodied, whether they are marked as “confidential” or “secret”, whether they have a special economic value from
Customer's point of view or whether other technical or organisational
measures are taken by MEGGLE to protect confidentiality. Furthermore,
Customer undertakes not to reverse engineer, decompile, disassemble
or otherwise examine the composition and/or production of information of MEGGLE which is subject to secrecy, unless this is necessary
for the delivery and MEGGLE has expressly agreed to this in writing in
advance. Upon MEGGLE's request to do so, Customer shall immediately return all documents and information to MEGGLE and/ or delete
all confidential information from any data carriers, and to destroy allcompilations, memoranda, analyses, reports or other physical andelectronic documents that relate in whole or in part to confidential information, immediately, at the latest within 30 days of termination of
the contract or upon termination of the Project - unless this conflicts
with legal or professional duties to retain such information. Electronically stored confidential information is destroyed by completely andirrevocably deleting the files or irretrievably destroying the data carrier.
In the case of confidential information stored electronically, complete
and irrevocable deletion means that the confidential information is deleted in such a way that any access to this information becomes impossible, whereby special deletion methods (e.g. "wiping") are to be
used that meet the recognized standards ( e.g. standards of the German Federal Office for Information Security).
10.3 The obligation to return/destroy does not apply to (i) computer backups or archive copies of confidential information generated automatically as part of the Customer's usual data backup, provided that thesecopies are no longer accessible to regular users and are not used forany purpose other than for backup of the data or archiving and for (ii)confidential information that must be kept for evidence or verification
purposes or to fulfill statutory archiving and storage obligations. (iii)
confidential information which is economically or technically impossible to return or destroy, for which the burden of proof is on the Customer, provided, however, that confidential information and/or copies
thereof retained pursuant to (i) (ii) and (iii) of this paragraph the termsof section 10.1 shall apply, but with an indefinite obligation of confidentiality.
10.4 Customer shall confirm the complete return/ destruction in writing
upon MEGGLE’s request.
10.5 After termination of the contract, Customer shall not be permitted touse the confidential information or trade secrets to acquire, manufacture or have manufactured competitive products. This applies to every

General Terms and Conditions of Sale and Delivery of
MEGGLE GmbH & Co. KG

direct and indirect activity. A “competing product” means any productthat corresponds to or is comparable with the goods in the order.
10.6 Customer shall pay a contractual penalty to MEGGLE in each case of abreach of the obligations referred to in sub-paragraphs 10.1 to 10.3,
unless it is not responsible for the breach. The amount of the contractual penalty depends on the severity and consequences of the breach.
It shall be determined by MEGGLE in each individual case at its reasonable discretion and, in the event of a dispute, shall be reviewed by thecompetent court as to its appropriateness. This shall not affect the assertion of a claim for damages exceeding the contractual penalty on
account of the breach; the contractual penalty shall be offset against
any claims for damages.
10.7 Only with MEGGLE's prior written consent may Customer advertise thebusiness relationship, in individual cases. The scope of such advertisingmeasures shall be jointly agreed in writing
11. Intellectual/ Industrial Property Rights
11.1 Customer acknowledges that the goods as well as all drawings, documents, data, information and/or documentation provided to the Customer by MEGGLE in connection with the fulfillment of the contract are
valuable technical know-how and are at least partially covered by copyrights and patents and/or other intellectual or industrial property
rights such as trade secrets are protected.
11.2 All intellectual or industrial property rights to work results created by
MEGGLE in connection with the goods and the information provided
remain the property of MEGGLE. Unless otherwise stipulated in thecontract, Customer is granted a non-exclusive right to use goods andother documents (only) for the limited purpose of using the product inaccordance with the contract. Any other type of use requires the priorwritten consent of MEGGLE. In particular, any use of documents or materials for the production of goods with the same or similar properties
is not permitted.
12.
12.1

12.2

12.3

12.4

Place of Jurisdiction, Place of Performance, Foreign Trade Regulations, Applicable Law
If the Customer is a “merchant”, the place of jurisdiction for any disputes arising directly or indirectly from the contractual relationshipshall either be the District Court of Rosenheim or the Regional Courtof Traunstein, as determined by the value of the dispute. The same
shall apply if the Customer does not have a general place of jurisdictionin Germany. However, MEGGLE shall be entitled to sue the Customer
at another legal venue. The above provisions shall have no bearing on
the regulations governing the exclusive jurisdiction of certain institutions.
Unless otherwise indicated in the order confirmation, the place of performance shall be MEGGLE’s place of business. The Customer must
transfer money to MEGGLE’s place of business at its own risk and expense.
The performance of the contract shall be subject to the proviso that no
obstacles are posed by German, or other mandatory national, EU orother international foreign trade regulations, embargoes or othersanctions. Customer acknowledges that the goods may be subject toexport restrictions and that the Customer will comply with all applicable laws and regulations.
The contract shall be subject to the laws of the Federal Republic of
Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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