WellPack AG

General Terms and Conditions of Sale

Introduction The following General Terms and Conditions of Sale supplement any specific agreements concluded in writing between the parties. They apply to all current and future transactions, subject to mandatory statutory provisions. The parties are aware of these terms and accept their content.

1. Acceptance of Orders An order is deemed to have been accepted once WellPack AG has confirmed in writing, by fax or by email, that it accepts the customer’s order and its contents. The written form requirement is met in the case of written or electronic transmission, even if the document is not signed. Quotations issued by WellPack AG are valid for 60 days only. Quotations based on imprecise specifications are indicative quotations which are in no way binding on WellPack AG. Clause 2(2) and Clause 6 are reserved.

2. Prices The prices quoted or confirmed are net prices. Value added tax and any other taxes are shown separately. The customer acknowledges and accepts that WellPack AG is entitled to adjust its prices in line with market conditions until the “Go-Ahead” is given.

3. Terms of payment Payment of the invoice amount must be made net within 30 days of the invoice date.

4. Late Payment If the full invoice amount has not been paid by the date specified in clause 3 above, “Terms of Payment”, the customer shall automatically be in default. From that date, interest on arrears at a rate of 5% shall be payable. Furthermore, WellPack AG is entitled to refuse further deliveries without the customer being entitled to claim damages or interest on arrears. In addition, WellPack AG reserves the right to exercise the rights set out in Art. 102 et seq. of the Swiss Code of Obligations (OR), namely the assertion of claims for damages.

5. Delivery Delivery shall be CPT place of receipt of goods, EXW Einsiedeln or EXW Olten/Winznau (Incoterms 2010). Clause 8 remains reserved.

6. Delivery dates The delivery dates mentioned in the quotation or in the order confirmation are approximate and non-binding, unless they have been expressly confirmed in writing as binding. Even in such a case, WellPack AG shall not be liable if the date is not met due to reasons beyond its control or due to unusual business circumstances. Insofar as WellPack AG is liable, the customer shall not be entitled to withdraw from the contract and/or to assert claims for damages.

7. Delivery quantities: Standard packaging items are delivered in exact quantities from stock. The following delivery quantity tolerances apply to customised packaging made from corrugated cardboard and folding boxboard: ±30% for orders up to 500 m², ±20% for orders between 500 and 1,000 m², ±15% for orders between 1,000 and 2,500 m² and ±10% for orders over 2,500 m² per delivery item.

8. Delivery Terms A small-quantity surcharge of CHF 30.— will be applied to deliveries under CHF 100.—. Transport costs for deliveries up to a total amount of CHF 400.— will be invoiced separately. Deliveries from CHF 400.— are delivered carriage paid to the customer’s premises. LSVA or other taxes will be shown separately. Returnable packaging such as pallets, crates and other containers will be invoiced at cost price if they are not returned within 60 days of receipt of the consignment and in perfect condition. For call-off orders, the terms and conditions specified in the contract apply.

9. Ownership The goods remain the property of WellPack AG until the purchase price has been paid in full.

10. Standard Range The price lists contain the standard items held in stock by WellPack AG and available for delivery at short notice. WellPack AG reserves the right to adapt the standard range to customer requirements at any time, to add new items and to remove existing items from the stock range. Changes to the quality of the items are also possible.

11. Warranty WellPack AG guarantees to the customer that the goods delivered comply with the warranted characteristics and performance, as well as the agreed specifications within the scope of these terms and conditions of sale, subject to the tolerances customary in the industry for dimensions, colour, material and finish. Any complaints regarding quality and workmanship must be notified in writing within 8 days of receipt; those regarding quantity must be notified immediately upon receipt. Otherwise, the customer forfeits any claim under the warranty for defects.
In the event of justified complaints, the goods delivered shall be repaired or replaced within a reasonable period. The customer has no right to claim damages. Mandatory statutory provisions remain reserved.

12. Printing materials and die-cutting tools Costs for printing plates, die-cutting tools or other materials shall be charged solely at the contractor’s cost price and invoiced separately to the client. Upon payment of these so-called proportionate costs by the client, ownership of these materials shall pass to the client. After a retention period of 2 years following the last order, the Contractor shall request the Client to collect the material from the Contractor. Should the Client fail to comply with this request, the Contractor shall be entitled to remove the material from stock and destroy it.

13. Intellectual Property Subject to the written consent of WellPack AG, neither intellectual property nor other intangible assets shall be transferred to the customer.

14. Liability Subject to other agreements expressly made in writing between the parties and to mandatory statutory provisions, WellPack AG’s liability is excluded in cases of slight negligence; otherwise (in the case of claims for damages), liability is limited to a maximum of the original value of the goods delivered or to be delivered.

15. Form Agreements between the parties must be made in writing only. Consequently, the parties may not rely on any tacit or verbal agreements.

16. Governing Law Swiss law shall apply exclusively to the contractual relationships. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

17. Jurisdiction The exclusive place of jurisdiction (ordinary state courts) for all disputes shall be the registered office of WellPack AG.

GTC Version October 2011