General Terms and Conditions of Delivery and Payment

English version – JUNG since 1828 GmbH & Co. KG

Translation from the German original. In the event of discrepancies, the German version shall prevail.

§ 1 General provisions – Scope

(1) All deliveries, services and offers by JUNG since 1828 GmbH & Co. KG (hereinafter the “Seller” or “we”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers, shall be made exclusively on the basis of these General Terms and Conditions of Delivery. These form part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as the “Customer”) concerning the deliveries or services offered by the Seller. They shall also apply to all future deliveries, services or offers to the Customer, even if not separately agreed again.

(2) The terms and conditions of the Customer or third parties shall not apply, even if the Seller does not expressly object to their validity in an individual case. Even if the Seller refers to a document containing or referring to terms and conditions of the Customer or a third party, this shall not constitute agreement to the applicability of those terms and conditions. Terms and conditions of the Customer or third parties shall apply only if and to the extent that we have expressly agreed to their applicability. This requirement of consent shall apply in all cases, including where we make delivery without reservation despite being aware of the Customer’s terms and conditions.

(3) These General Terms and Conditions of Delivery apply only if the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

§ 2 Offers and conclusion of contracts

(1) Our offers are subject to change and non-binding unless expressly designated as binding or unless they specify a particular acceptance period. The Seller may accept orders within 14 days of receipt.

(2) The legal relationship between the Seller and the Customer shall be governed exclusively by the purchase contract concluded in writing, including these General Terms and Conditions of Delivery. This contract fully reflects all agreements between the contractual parties regarding its subject matter. Oral assurances given by the Seller before conclusion of the contract are legally non-binding, and oral agreements between the parties shall be superseded by the written contract unless they expressly provide that they shall remain binding.

(3) Orders and declarations of acceptance must be in writing to be legally effective. The same applies to supplements, ancillary agreements and amendments. Transmission in text form by telecommunication, in particular by fax or email, shall suffice to satisfy the written-form requirement. Statutory formal requirements and additional evidence, particularly in case of doubt regarding the authority of the person making the declaration, remain unaffected.

(4) If an order is placed via our online portal, through which the Customer completes a multi-stage selection process, a contract is not concluded until we issue our order confirmation. The Customer receives this electronically in a printable format (by email or by direct retrieval from the online portal).

(5) Information provided by the Seller, such as plans, drawings, illustrations, dimensions, weights, reprographics, tolerances, utility values, load-bearing capacity and other performance data, shall be binding only if expressly confirmed in writing. Otherwise, these are not guaranteed characteristics but descriptions or specifications of the delivery or service.

§ 3 Samples, moulds, drawings, reprographics, printing plates, printing rollers, tools, other documents and rights to use graphics

(1) We reserve ownership and copyright in illustrations, drawings, calculations, written documents, tools, samples, hand samples, graphic work and mock-ups. We also reserve ownership or copyright in all offers and cost estimates we issue.

(2) Without the Seller’s express consent, the Customer may neither make these items or their contents accessible to third parties nor disclose, use or reproduce them, whether personally or through third parties. At the Seller’s request, the Customer must return these items in full and destroy any copies made if they are no longer required in the ordinary course of business or if negotiations do not result in a contract.

(3) Production tools remain our property even if a prospective customer or Customer has contributed financially to their manufacture. We shall store production tools for the Customer for a maximum of two years after delivery of the ordered goods.

(4) We reserve the right to continue using items manufactured on behalf of the Customer as samples or for advertising purposes.

(5) The Seller is the author and/or holder of all rights of use and exploitation in the illustrations, drawings, designs, plans, dimensions, samples, hand samples or other graphic work produced (collectively referred to as “Graphics”). The Seller grants the Customer a non-exclusive right to use these Graphics without geographical restriction, limited to the purposes envisaged by the contract and exercisable only in connection with the contractual relationship with the Seller. The Customer is not permitted to use the Graphics for its own purposes unrelated to the Seller’s services.

§ 4 Individually customised goods

(1) You shall provide us with the information, text and files required for the individual customisation of the goods via the online ordering system or, if agreed, by email without delay after conclusion of the contract. Our specifications concerning file formats, resolution, bleed and design areas must be observed.

(2) You are responsible for ensuring that the content you supply and its use in accordance with the contract do not infringe third-party rights, particularly copyrights, personal rights, rights to names or trademarks, or violate statutory provisions. This also applies to content you have received from third parties. If justified claims are brought against us by third parties as a result of a breach of these obligations for which you are responsible, you shall indemnify us against those claims and the necessary and reasonable costs of legal defence.

(3) You are responsible for the accuracy and completeness of the content you provide. Checking such content for substantive accuracy or legal compliance forms part of our services only if expressly agreed. Statutory duties to inspect and provide information remain unaffected.

If content provided by you has been generated or modified in whole or in part using artificial intelligence, you are responsible for checking and complying with any statutory labelling and disclosure obligations, in particular under Article 50 of Regulation (EU) 2024/1689. Where a label is required on the printed product, you must include it in the print data provided or expressly agree with us on its implementation before print approval. In the absence of such agreement, where we merely process your content for printing, we neither check whether it originates from AI nor independently add AI labelling. Our own statutory obligations remain unaffected.

(4) For online orders, print approval takes place in one of the following ways, depending on the approval method selected:

a) Direct approval during ordering: You check the print proof or correction proof displayed in the online ordering system and expressly approve it for production using the function provided for this purpose. In this case, no additional approval request is sent by email.

b) Subsequent approval: You receive an email containing a link through which you can access, check and approve or reject the print proof or correction proof. If you reject it, you will receive a further email containing a link through which you can upload new print data or edit your design. The revised proof again requires your express approval before production.

You are obliged to carefully check the version submitted for approval for accuracy and completeness. This includes, in particular, text, spelling, images, arrangement of design elements, bleed and safety margins, and any labels you are required to provide. Any identifiable errors or requests for changes must be communicated before approval.

Production begins only after your express approval. The most recently approved version is decisive. Merely uploading files or failing to respond does not constitute approval. Our responsibility for implementing the approved version in accordance with the contract and for our own breaches of duty remains unaffected.

§ 5 Lump-sum compensation following sampling or graphic services

If, after sampling or graphic services have been provided by us, the Customer has the work carried out elsewhere, the Customer shall pay us lump-sum damages of 20% of the order value unless the Customer proves that a lesser loss was incurred. We reserve the right to claim further damages or assert other claims.

§ 6 Prices and payment terms

(1) The prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services shall be charged separately. Prices are quoted in euros ex works, excluding packaging and statutory value added tax and, for export deliveries, customs duties, fees and other public charges.

(2) Statutory value added tax is not included in our prices; it shall be shown separately on the invoice at the statutory rate applicable on the date of invoicing. Shipping costs and the costs of reprographics, drawings, printing plates, printing rollers, screens and other tools required for the production of promotional confectionery shall also be invoiced separately.

(3) Unless otherwise stated in the order confirmation, the purchase price shall be due for payment in full, without deductions, within 30 days of the invoice date. The date on which payment is received by the Seller is decisive. The statutory provisions concerning the consequences of late payment apply.

(4) We reserve the right to adjust our prices, taking into account the Customer’s interests, if delivery takes place more than three months after conclusion of the contract and our costs increase, particularly as a result of higher personnel costs or changes in material prices. Upon request, we shall provide evidence to the Customer of such increases as soon as and to the extent that they occur. An increase exceeding 10% of the original price is excluded. In such cases, both parties have the right to withdraw from the contract.

(5) If the Customer fails to meet its payment obligations or if, after conclusion of the contract, circumstances become known that are likely to substantially reduce the Customer’s creditworthiness and jeopardise payment of the Seller’s outstanding claims under the contractual relationship concerned (including other individual orders governed by the same framework agreement), the Customer’s entire remaining debt shall become immediately due. The Seller is also entitled to perform outstanding deliveries or services only against advance payment or provision of security.

(6) The Customer has a right of set-off only if its counterclaims have been established by a final court judgment, are undisputed or have been acknowledged by us in writing. The Customer may exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship.

§ 7 Place of performance, shipping, packaging, transfer of risk, acceptance, prices and payment terms

(1) Unless otherwise stated in the order confirmation, delivery is agreed “ex works”, excluding packaging. The place of performance for all obligations, including any subsequent performance, shall be the Seller’s registered office unless otherwise stipulated.

(2) At the Customer’s request and expense, goods shall be shipped to another destination (sale involving shipment). Unless otherwise agreed, we are entitled to determine the method of shipping ourselves (in particular the carrier, transport route and packaging).

(3) We reserve the right to quantity deviations of up to 10% for technical reasons.

(4) Transport packaging and all other packaging within the meaning of the Packaging Ordinance shall not be taken back, with the exception of pallets. The Customer is responsible for disposing of packaging at its own expense.

(5) If expressly requested by the Customer, we shall take out transport insurance against theft, breakage, damage in transit, fire and water damage or other insurable risks; the Customer shall bear the associated costs.

(6) Unless otherwise agreed in writing, deliveries abroad shall be made against bank-confirmed letters of credit.

(7) The Customer’s default in acceptance shall be deemed equivalent to handover or acceptance.

(8) The risk of accidental loss and accidental deterioration of the goods passes to the Customer no later than upon handover. In the case of a sale involving shipment, the risk passes to the Customer no later than when the goods are handed over to the forwarding agent, carrier or other third party designated to carry out shipment (the commencement of loading being decisive). This also applies where partial deliveries are made or the Seller has assumed other services (e.g. shipping). If shipment or handover is delayed due to circumstances attributable to the Customer, the risk passes to the Customer on the day the goods are ready for dispatch and the Seller has notified the Customer accordingly.

(9) If the Customer is in default of acceptance, fails to perform an act of cooperation or if our delivery is delayed for other reasons attributable to the Customer, we are entitled to claim compensation for the resulting loss, including additional expenses (e.g. storage costs). For this purpose, we charge lump-sum compensation of 0.25% of the invoice amount for the goods to be stored per completed week, starting at the end of the delivery period or, if no delivery period has been specified, upon notification that the goods are ready for dispatch. Our right to prove a higher loss and our statutory claims (in particular compensation for additional expenses, reasonable compensation and termination) remain unaffected; however, the lump sum shall be credited against any further monetary claims. The Customer may prove that we incurred no loss at all or a substantially lower loss than the stated lump sum.

§ 8 Delivery and delivery periods

(1) The delivery period stated by us shall not begin until all technical questions have been clarified.

(2) Delivery and performance periods and dates indicated by the Seller are always approximate unless a fixed period or date has been expressly promised or agreed. Where shipment has been agreed, delivery periods and dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned to perform the transport.

(3) Compliance with our delivery obligation also requires the Customer to fulfil its obligations properly and on time. The defence of non-performance of the contract remains reserved.

(4) Subject to any agreement to the contrary, the Seller is entitled to make partial deliveries provided that:

• the partial delivery can be used by the Customer for the intended contractual purpose;

• delivery of the remaining goods ordered is ensured; and

• the Customer incurs no significant additional effort or costs as a result (unless the Seller agrees to bear those costs).

(5) Events of force majeure (unforeseeable circumstances and events beyond our control which could not have been avoided even with the diligence of a prudent businessperson, including in particular industrial disputes, including at suppliers, war, fire, transport obstacles, shortages of materials, official measures, natural disasters and suppliers’ failure to supply correctly and on time despite the conclusion of a corresponding covering transaction) shall not be attributable to us, even where binding periods and dates have been agreed. This also applies if such events occur at our suppliers or their suppliers. They entitle us to postpone delivery or performance for the duration of the impediment plus a reasonable additional period. If such events substantially impede or render delivery or performance impossible and the impediment is not merely temporary, the Seller is entitled to withdraw from the contract. Any advance performance already rendered shall be taken into account in settling the contract.

(6) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for any reason whatsoever, the Seller’s liability for damages shall be limited in accordance with § 10 of these General Terms and Conditions of Delivery.

§ 9 Warranty

(1) The Customer’s claims for defects require that it has duly complied with its inspection and notification obligations under Section 377 of the German Commercial Code (HGB). Delivered goods must be carefully inspected immediately following acceptance or delivery to the Customer or a third party designated by it. With regard to obvious defects or other defects that would have been detectable during an immediate, careful inspection, the goods shall be deemed approved by the Customer if the Seller does not receive notice of defects in text form within five working days following delivery. As regards other defects, the goods shall be deemed approved if the Seller does not receive notice of defects immediately after the defect becomes apparent; however, if the defect had already become apparent during normal use at an earlier date, that earlier date shall determine the start of the notification period. At the Seller’s request, any goods complained of must be returned to the Seller carriage paid. If the complaint is justified, the Seller shall reimburse the cost of the cheapest shipping method.

(2) The Seller’s goods may be perishable. Unless otherwise agreed, we deliver fresh goods. The Customer must enquire with us about the goods’ shelf life. The best-before dates stated by us apply only if the goods are stored properly.

(3) If the purchased goods are defective, the Seller is entitled, at its discretion, to provide subsequent performance within a reasonable period either by remedying the defect or by delivering new, defect-free goods.

(4) If subsequent performance fails (i.e. due to impossibility, unreasonableness, refusal or unreasonable delay of rectification or replacement delivery), the Customer is entitled, at its discretion, to withdraw from the contract or demand a price reduction.

(5) If a defect in the goods is attributable to fault on the part of the Seller, the Customer may claim compensation for the resulting damage subject to the conditions of § 10.

(6) The limitation period for claims for defects is 12 months from the transfer of risk. This period does not apply to Customer claims arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents; such claims become time-barred in accordance with statutory provisions.

(7) Claims for defects against us may be asserted only by the Customer and may not be assigned to third parties.

§ 10 Damages

(1) Our liability for damages, irrespective of the legal basis, is limited in accordance with this § 10 insofar as fault is relevant. Unless otherwise stipulated below, liability is excluded.

(2) The Seller is liable in accordance with statutory provisions where the Customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. We are not liable for ordinary negligence by our corporate bodies, legal representatives, employees or other vicarious agents unless material contractual obligations have been breached. Material contractual obligations are those relating to timely delivery and installation of the goods, freedom from defects of title and material defects that impair their functioning or usability to a more than insignificant extent, and duties of advice, protection and care intended to enable the Customer to use the goods in accordance with the contract or to protect the life or physical integrity of the Customer’s personnel or the Customer’s property against substantial damage.

(3) Where the Seller is liable in principle for damages under paragraph 2 above, such liability is limited to losses that the Seller foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or should have foreseen when exercising customary care. Indirect and consequential losses resulting from defects in the goods are also compensable only insofar as such losses are typically to be expected when the goods are used as intended. This does not apply to intentional breaches of duty.

(4) In cases of liability for ordinary negligence, the Seller’s obligation to compensate for property damage and resulting financial loss is limited to EUR 10,000 per claim, even where material contractual obligations have been breached.

(5) To the extent that liability for damages on our part is excluded or limited, this also applies to the personal liability for damages of our staff, employees, personnel, representatives and vicarious agents.

(6) The limitation under § 10 also applies where the Customer claims compensation for wasted expenditure instead of damages.

(7) The limitation period for claims under this § 10 is 12 months from the transfer of risk.

(8) The provisions of this § 10 do not affect liability for damage arising from injury to life, body or health caused by a negligent breach of duty on our part or an intentional or negligent breach of duty by one of our legal representatives or vicarious agents. Likewise unaffected are our liability for fraudulent concealment of defects or the assumption of a guarantee and mandatory liability under the German Product Liability Act.

§ 11 Organic certification and distribution of organic products

We are certified in accordance with Regulation (EU) 2018/848 on organic production and labelling of organic products and are permitted to process and trade in organic products. The Customer must likewise hold the certification required under this EU regulation for distributing organic products (for example, as a shipping service provider for organic food).

§ 12 Retention of title as security

(1) We retain ownership of all delivered goods until all claims against the Customer, including all ancillary claims arising from the business relationship with the Customer, have been satisfied in full.

(2) In the event of the Customer’s breach of contract, particularly default in payment, we are entitled to take back the purchased goods. Our taking back the goods shall not constitute withdrawal from the contract unless we expressly declare this in writing. Attachment of the goods by us shall always constitute withdrawal from the contract. Following repossession, we are entitled to realise the goods; the proceeds of realisation, less reasonable costs of realisation, shall be credited against the Customer’s liabilities.

(3) The Customer must treat the purchased goods with care and, in particular, insure them adequately at its own expense against damage by fire, water and theft at their replacement value. The Customer hereby assigns to us all claims against insurers arising from the above-mentioned insured events.

(4) In the event of attachment or other intervention by third parties, the Customer must notify us immediately in writing so that we may bring proceedings under Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of such proceedings, the Customer shall be liable for the shortfall incurred by us. The notification obligation also applies if goods subject to retention of title are lost or damaged.

(5) The Customer is entitled to resell the purchased goods in the ordinary course of business. Other disposals, especially pledging or transfer by way of security, require our prior written consent. However, the Customer hereby assigns to us all claims against its buyers or third parties arising from resale, in the amount of the final invoice total (including VAT) of our claim, irrespective of whether the purchased goods are resold before or after processing. The Customer remains authorised to collect these claims even after assignment. Our right to collect the claims ourselves remains unaffected. However, we undertake not to collect them as long as the Customer meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If any of these events occurs, we may require the Customer to disclose the assigned claims and the relevant debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.

(6) Any processing or transformation of the purchased goods by the Customer shall always be carried out on our behalf. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount including VAT) relative to the other processed items at the time of processing. In all other respects, the same provisions apply to the item created by processing as to the purchased goods delivered subject to retention of title.

(7) If the purchased goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount including VAT) relative to the other mixed items at the time of mixing. If mixing takes place in such a way that the Customer’s item is to be regarded as the principal item, it is agreed that the Customer transfers proportionate co-ownership to us. The Customer shall hold the resulting sole ownership or co-ownership on our behalf.

(8) At the Customer’s request, we undertake to release the securities to which we are entitled insofar as their realisable value exceeds the claims to be secured by more than 10%; we shall select the securities to be released.

§ 13 Place of jurisdiction and severability clause

(1) If the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in the Federal Republic of Germany, our registered office shall be the place of jurisdiction; however, we are also entitled to sue the Customer before the court at its place of residence or registered office. Mandatory statutory provisions concerning exclusive jurisdiction remain unaffected.

(2) The law of the Federal Republic of Germany applies; the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is excluded.

(3) If any individual provision of the contract with the Customer, including these General Terms and Conditions, is or becomes wholly or partially invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

The products shown in our catalogue and on our website are not depicted exactly as the originals and may differ from them in size, shape and colour. Printing errors, mistakes and changes reserved.

JUNG since 1828 GmbH & Co. KG Maybachstraße 19 71634 Ludwigsburg Germany Tel.: +49 7141 6435-0

zentrale@jung-europe.de www.jung-europe.de