GENERAL TERMS OF DELIVERY –

Division Recycling

of Starlinger & Co Gesellschaft m.b.H., dated August 22nd 2024

Definitions in alphabetical order:

“Acceptance” – shall mean the achieving of parameters as defined by SELLER and BUYER to be confirmed by the PARTIES by signing the respective Certificate of Acceptance

“Acceptance Run” – shall mean operation of GOODS in order to achieve the acceptance parameters as defined by SELLER and BUYER.

“AWB” – shall mean airway bill.

“B/L” – shall mean Bill of Lading

“Calendar Day” - shall mean calendar days according to Gregorian calendar

“CMR” – shall mean road consignment note

“Confidential Information” – shall mean sensitive technical or commercial information, e.g. trade secrets, business plans, process parameters, construction drawings, test results, specifications, samples or models, software, miscellaneous documents, statements of intention, experience, knowledge or know-how of either PARTY disclosed to the other PARTY whether orally, in writing (including but not limited to e-mail and/or fax),in material form or to which either PARTY gained visual access within the course of this Contract.

“the Contract” – shall mean the particular contract concluded between BUYER and SELLER on the terms of these present General Terms of Delivery.

“Delivery” – shall mean Goods being delivered in accordance with the applicable INCOTERM.

“Despatch” shall mean Goods leaving SELLER`s premises

“EUR” – shall mean EURO

“FCR” – shall mean the forwarder’s certificate of receipt

“FIATA B/L” - shall mean multimodal transport document issued in accordance with International Federation of Forwarding Agents Associations.

“GOODS” – shall mean scope of supply as agreed upon between BUYER and SELLER as per the Contract.

“Installation” – shall mean erection and assembling of the GOODS at site of BUYER or at any other place of destination agreed upon between BUYER and SELLER

“L/C” – shall mean Letter of Credit

“Passive Travel Time” – shall mean the time of transport from accommodation to place of work without any performance of work

“Start up” – shall mean initial start up of the GOODS, i.e. setting into operation.

“Time of Despatch” – shall mean the date on which the GOODS leave SELLER’s premises

“Transport Document” – shall mean AWB or B/L or CMR or FIATA B/L or FCR,

“USD” – shall mean US-Dollars

“Working Day” - shall mean Monday to Friday, except Saturdays, Sundays and public holidays.

Article 1 – MAKING A CONTRACT

1.1. Unless the Parties have expressly agreed otherwise in writing, these present General Terms of Delivery shall apply.

1.2. The below provisions on the delivery of GOODS shall also apply mutatis mutandis to services to be performed by SELLER for BUYER.

1.3. The Contract shall be deemed to have been concluded if the SELLER has sent a written order confirmation upon receipt of an order from the BUYER and if there is no evidence that the BUYER has opposed to same within ten days.

1.4. SELLER shall be bound by BUYER’s terms and conditions only if SELLER has accepted them separately and expressly in written form.

Article 2 – TECHNICAL INFORMATION

2.1. The data on weights, measures, content, prices, performances, or alike, as contained in catalogues, brochures, circular letters, advertisements, pictures and price lists, etc. shall only be binding for SELLER if the particular quotation and/or the Contract expressly refers to them.

2.2. Drawings, design drafts and other technical documents, as well as samples, catalogues, brochures, pictures and alike shall always remain the intellectual property of the SELLER. Any use, copying, reproduction, dissemination and transfer to third Parties, and any publication and presentation thereof requires the prior express approval of the SELLER.

2.3. The GOODS are manufactured by SELLER in compliance with and do correspond to the applicable European and Austrian production standards. In case the compliance with other production standards is required by BUYER, BUYER shall inform SELLER of these standards in writing, in detail without delay after receipt of the respective offer prior to making the Contract, in order to allow SELLER to meet such requirements.

Article 3 – PACKING

Unless other arrangements have been agreed upon

a) the listed prices are without packaging;

b) the GOODS are packaged according to normal trade practice in order to avoid any damage of the GOODS under normal transport conditions on the way to their agreed destination. The GOODS are packaged at BUYER’s expense, and the packaging material will only be taken back if so agreed by the Parties. In case the GOODS have to be stored after unloading at BUYER`s site, the BUYER is obliged to provide a proper storage facility inside of a building.

Article 4 – PASSING OF RISK

Risk of loss or damage to the GOODS shall pass to the BUYER according to ICC Incoterms 2020.

Article 5 – DELIVERY/ Despatch/Inspection at arrival

5.1. Time or date of Despatch as per the Contract.

5.2. SELLER shall have the right to make partial or advance shipments.

5.3. In case Time of Despatch is delayed due to causes which rest with the BUYER all measures subject to timely Despatch (including but not limited to Installation, start-up and acceptance run) shall be delayed accordingly without liquidated damages or penalty to SELLER.

5.4. In case delivery is delayed for more than 30 calendar days due to causes which rest with the BUYER, SELLER shall have the right to store the GOODS on BUYER`s account and to charge Transport and Handling: EUR 1.500,00 per container (loading @ Starlinger and unloading @ warehouse and loading into container @ warehouse) as well as Storage costs of EUR 190,00 per week and 40’’ container until the GOODS will be finally dispatched. When shipping viscoSTAR250 or 350 the shipment has to be carried out in flat rack and/or break bulk. Starlinger thus reserves the right to charge additional handling and storage costs resulting therefrom.

5.5. After lapse of a grace period of 30 calendar days beginning from the delay SELLER shall be entitled to additional liquidated damages based on the value of the GOODS at a rate of 0,2 % per week for the first 4 weeks of delay and thereafter 0,5 % per week in case the delay lasts more than 4 weeks.

5.6. Notwithstanding the above SELLER shall at any time but earliest 90 calendar days after lapse of the grace period have the right to dispose the GOODS for other purchasers. In case SELLER decides to do so, this present contract shall be amended accordingly and the Parties shall agree on a new delivery time. In such case the liquidated damages as well as the handling and storage costs shall apply until the GOODS are being despatched to the respective other purchaser.

5.7. However the above liquidated damages shall in total not exceed more than 5% of the total value of the GOODS. In case the overall delay in delivery due to causes which rest with BUYER, exceeds a period of 120 calendar days SELLER reserves the right to adjust the contractual price for the GOODS by 3% p.a.

5.8. Upon arrival of the packed GOODS at BUYER`s premises, the BUYER shall thoroughly inspect the packages for completeness in accordance with the packing list and obvious damages. Short-shipments or deficiencies that have been discovered must be reported with a detailed written explanation to SELLER within 15 calendar days after unloading of the GOODS or any right in connection therewith shall lapse. SELLER reserves the right to contradict to BUYERs claims.

Article 6 – PRICE

6.1. Unless otherwise agreed, all prices shall be ex works of SELLER, without packing and loading.

6.2. The prices shall be based on the costs at the time of the quotation, unless otherwise agreed.

Article 7 – PAYMENT TERMS

7.1. The payments shall be made in strict accordance the agreed conditions of payment under the Contract.

7.2. The BUYER is not permitted to defer payment or to offset any amount against the payment without the prior written approval of SELLER.

7.3. If BUYER defaults on the agreed payment or any other performance, SELLER may either insist on the performance of the Contract or announce the withdrawal from the Contract, granting a reasonable respite of at least fourteen calendar days but not more than thirty calendar days. In such case, BUYER shall refund to SELLER the dunning charges and collection costs which constitute a further damage caused by the delayed performance. If BUYER has not fulfilled his payment obligations due (or any other of BUYERs obligations) within the granted respite, SELLER may withdraw with immediate effect from the Contract by means of a written notice (for purpose of this article e-mail and/or fax shall be considered sufficient). BUYER shall return to SELLER, upon SELLER ’s request, any delivered GOODS and compensate SELLER for any reduction in the value of the GOODS that has occurred, as well as refund to SELLER all expenses that SELLER had to incur in connection with the performance of the Contract.

7.4. If the BUYER defaults on the agreed payment, SELLER has the right to charge interest on arrears, of 10 % p.a.. It is further agreed between the Parties that in case of any installments not being paid in full or at all, SELLER may terminate the Contract in accordance with Article 7.3. In such case SELLER shall be entitled to retain any amount paid by the BUYER as liquidated damages.

Article 8 – RETENTION OF OWNERSHIP

8.1. The GOODS shall remain the sole and absolute property of SELLER as legal and equitable owner until such time as any amount outstanding in terms of this Contract has been paid, irrespective of the fact that the sold GOODS have been handed over to the BUYER. The BUYER shall insure the GOODS against any risk of loss or destruction for the benefit of the SELLER until any amount outstanding in terms of the Contract has been paid.

8.2. It is further agreed between the Parties that in case of any instalments not being paid in full or at all, SELLER shall be entitled to retain any amount paid by the BUYER as liquidated damages in case of the Contract being cancelled.

8.3. In case legal registration of ownership is required due to law, the BUYER is obliged to fulfil the registration proceedings at his costs and to present to SELLER a written proof of such registration before shipment.

8.4. SELLER may for the purpose of recovery of their GOODS enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same. In case the premises where the GOODS are located are being rented by BUYER, BUYER shall ensure its landlord`s consent to SELLER`s entering to said premises in order to reposes the GOODS.

Article 9 – RIGHT TO ASSIGN

SELLER shall be entitled to sub-contract, cede, assign and transfer any or all of its rights, title and interest in and to the Contract to a third party without the BUYER’s consent.

Article 10 - WARRANTY

10.1. SELLER`s warranty is limited to mechanical and electrical defects.

The warranty period ends

- for mechanical defects fifteen months after shipment (i.e. date of respective Transport Document)respectively twelve months after setting into operation, whatever comes first,

- for electrical defects nine months after shipment (i.e. date of respective Transport Document) respectively six months after setting into operation, whatever comes first.

As regards services performed by SELLER a warranty period of six months from date of final completion of the services shall apply.

Any defects must be reported within the warranty period with a detailed written explanation to SELLER immediately and shall be remedied by SELLER on SELLER`s cost and choice as follows:

a) by reworking the defective GOODS on BUYER’s site or

b) by having the defective GOODS or the defective parts shipped back to SELLER for reworking or

c) by replacing the defective parts or

d) by replacing the defective GOODS.

SELLER shall deliver replacement parts FCA Vienna Airport acc. to ICC INCOTERMS 2020.

Costs for import clearance of the GOODS in the country of destination are on BUYER’s account.

10.2. In order to enable SELLER to fulfill its warranty obligations BUYER shall be obliged to return the defective equipment or the defective parts thereof to SELLER or SELLER`s nominee.

10.3. The warranty does not cover wear and tear parts which are subject to or damaged by normal wear and tear. These wear and tear parts are specified in separate lists added to the operating manuals of the GOODS.

10.4. SELLER assumes no warranty and/or liability for deficiencies or damages resulting from insufficient or faulty handling and/or insufficient or faulty maintenance and/or faulty Installation performed by the BUYER or any third party.

10.5. Any warranty of SELLER shall be excluded in case the BUYER unpacks or carries out any Installation work of the GOODS without participation of SELLER.

10.6. Any warranty or guarantee shall automatically become null and void with immediate effect for the entire scope of supply in case the BUYER uses other spare or wear parts than the - parts delivered by SELLER or in case BUYER uses spare or wear parts which were not expressly approved in advance and in written form by SELLER.

10.7. SELLER assumes no warranty or liability whatsoever for damages or deficiencies resulting from any modifications of the GOODS carried out by the BUYER. This applies regardless of the nature and extent of the modifications and regardless if SELLER had notice or had to have knowledge of said modifications. In case the BUYER carries out any modifications on the GOODS, it is exclusively BUYER’s responsibility to attach corresponding warning signs on the modified GOODS as well as to procure for adequate security measures. In case of BUYER’s modifications of the GOODS any Certification of Conformity issued by SELLER becomes null and void and it shall be exclusively BUYERs responsibility to provide for the particular machine acceptance by local technical inspection authorities and the conformity of the GOODS to local standards and regulations. In case of modifications of BUYER the signs of Certification of Conformity attached on the GOODS, in particular on the type plate, shall be immediately made unrecognizable by BUYER.

10.8. The BUYER shall not have the right to withhold or to offset payments due to warranty claims.

10.9. In case it is found during the course of SELLER’s performance of its warranty obligations stipulated hereinunder that BUYER’s claim is unfounded, BUYER shall bear all costs arisen from SELLER`s performance.

10.10. The BUYER shall have at any time the burden of proof that the GOODS supplied have already been defective at the time of delivery.

10.11. SELLER shall have the right to make minor variations of details of design and construction of the GOODS due to technical modernization having no adverse effect on the GOODS or variations of the GOODS due to the lack of availability of raw materials, parts, components or services as long as these variations are not causing an unreasonable disadvantage for the BUYER, for which the BUYER bears the burden of proof

10.12. During the warranty period BUYER shall ensure SELLER`S online-access (if applicable as per 16.6. below)

ARTICLE 11 - LIABILITIES

11.1. The SELLER shall be liable only for intentional acts and serious gross negligence and personal injury or death of a person.

11.2. SELLER`s liability for loss of production and loss of profit, loss of revenue, loss of contract, loss of business opportunity as well as consequential and indirect damages shall be excluded.

11.3. This restriction of liability shall apply to all damage claims, regardless of their legal grounds, including but not limited to pre-Contractual and ancillary Contractual claims.

11.4. SELLER assumes no liability for damages resulting from BUYERs non-adherence to applicable national technical regulations or/and operating instructions given by SELLER as well as the stipulations of the SELLERs operating manual. SELLER assumes no liability or guarantee for the outcome of inspections performed by national state authorities in BUYERs country.

11.5. Any damage claims of the BUYER against SELLER must be asserted within a period of six months from the moment BUYER gained knowledge of the damage. The BUYER shall bear the burden of proof in regard to any damages as well as in regard to any default of SELLER.

11.6. Any operation and serial production prior to or without performance of the Acceptance Run as per the Contract shall be at BUYER`s own risk and expense. In such case SELLER assumes no liability whatsoever for any damages and/or deficiencies resulting from BUYER`S operation and/or serial production without contractual performance of the Acceptance Run. Further in such case any and all outstanding payments shall become due and payable with immediate effect. This present Article 11.6. shall not apply in cases, where the performance of the Acceptance Run has been prevented by reasons which lie with SELLER.

11.7. Der KÄUFER ist für den Betrieb und die Verwendung der WAREN sowie der damit hergestellten Produkte, einschließlich deren Abänderungen oder Modifikationen verantwortlich. Es liegt in der alleinigen Verantwortung des KÄUFERS sicherzustellen, dass der Betrieb und die Verwendung der WAREN sowie die damit hergestellten Produkte, einschließlich deren Abänderungen oder Modifikationen, keine (Geistigen Eigentums-)Rechte Dritter verletzen.

Article 12 – MODIFICATIONS

12.1. Modifications and amendments to the Contract are valid and binding only if they have been made in writing and duly signed by the authorized representatives of the BUYER and the SELLER.

12.2. Should any modification in design, drawings and/or specifications, shipping instruction and time schedules affect the price of the Contract and/or Time of Despatch and/or any applicable time schedules, an equitable adjustment in the price and/or Time of Despatch and/or applicable time schedules will be mutually agreed upon.

Article 13 – GENERAL TERMS

13.1. In the event that import and/or export licenses or foreign-currency permits or similar authorizations are required for the performance of the Contract, the BUYER is responsible for obtaining such documents, licenses or permits necessary in due time. SELLER shall at all times provide information concerning which documents, permits and licenses are necessary for the respective transaction in Austria.

13.2. The invalidity of any provision of the Contract shall not have any influence upon the validity of the remaining provisions. Both contracting Parties shall replace the invalid provisions by valid provisions corresponding as much as possible to the original intentions of both Parties to the Contract.

Article 14 – CONTRACTUAL LANGUAGE

The Contract and the appendices thereto, which form an integral part of the Contract, as well as all exchanges between the Parties hereto shall be in English language. In case the Contract has been translated into other languages the English text shall in any case prevail.

Article 15 – FORCE MAJEURE

The term "FORCE MAJEURE" is understood by both PARTIES to mean any cause to prevent either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented and are not reasonably avoidable by the party so prevented including strikes, lockouts or other industrial disputes (whether involving the workforce of the party so prevented or any other party), acts of God, war, riots, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, by any competent body or authority, accident, breakdown of plant or machinery, fire, flood or storm, pandemic, restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials or products, currency restrictions. Neither party shall be liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Contract due to force majeure provided always that this clause shall not apply in respect of an obligation to pay monies.

Any party wishing to plead force majeure must notify the other party as soon as possible in any case by e-mail and in the affected party`s sole discretion either by registered letter with return receipt or by international courier service stating the nature, the starting date and as far as possible the probable end of the event of force majeure.

15.3. PARTIES shall jointly and amicably discuss and agree on appropriate measures and steps to be taken in order to overcome and/or minimize as far as possible the impacts of the event of force majeure on their cooperation as per this present Agreement.

15.4. Provided the notification requirement has been adhered to, in the event a Party is unable to meet its obligations under the Agreement due to Force Majeure for a period of 6 months or more the other Party is entitled to rescind or terminate the Agreement in whole or in part.

Article 16 – COVENANT OF CONFIDENTIALITY

16.1. The PARTIES shall treat Confidential Information as strictly confidential and shall not disclose it to any third party. PARTIES undertake to disclose Confidential Information only to their personnel having a need to know thus being directly involved in the execution of this Contract (including but not limited to Installation, Commissioning, Acceptance and operation of the GOODS). The PARTIES undertake not to provide Confidential Information either by themselves or through third parties into a chatbot, an artificial intelligence application, or an algorithm for machine learning or processing.

BUYER shall not copy or reproduce any drawings, flow-sheets, layouts sketches, technical information sheets or operating handbooks supplied by SELLER on the terms of this Contract without the express prior written consent of SELLER. In the event that Confidential Information and/or other information of SELLER including but not limited to drawings, flow-sheets, layouts, sketches, technical information sheets or operating handbooks should have to be given or disclosed to third parties by BUYER in order to implement the GOODS at BUYERs premises, the BUYER shall inform SELLER of such need in advance and in written form by specifying purpose and identifying the receiving third party. In such cases BUYER shall verifiably ensure that the duty of confidentiality shall also be complied with by any such third party. BUYER shall prove at SELLER`s request at any time that said third parties have been bound to this confidentiality obligation or to a confidentiality obligation at least as strict as the obligation stipulated under this present Article 16.

16.2. Either PARTY shall verifiably ensure that this duty of confidentiality shall also be complied with by any of its employees having a need to know. Each PARTY shall prove at the other PARTY`s request that said employees have been bound to this confidentiality obligation or to a confidentiality obligation at least as strict the obligation stipulated under this present Article 16.

16.3. The covenant of confidentiality does not apply to Confidential Information which a) is already known to the receiving Party at the time when it is communicated to him by the other Party; b) at the time when it is communicated, is already publicly available without breach of confidentiality, i.e. is accessible to anyone; c) at the time when it is communicated, is already available to the receiving Party through own research, or at the time when it is communicated is already standard technology; d) by written permission of the disclosing Party, the receiving Party is authorised to utilise or to disclose to third parties; e) has to be disclosed to public authorities due to provisions of mandatory law. Notwithstanding any such disclosure shall be made only to such an extent that confidentiality of other Confidential Information shall remain unaffected far as permitted by applicable law.

16.4. BUYER shall have the right to disclose data related to the end-product such as viscosity, thickness, profiles of thickness, which can be measured on the end-product independently from the GOODS to third parties (e.g. BUYER`S customers). However production protocols/machine-data-protocols, historical data and trend-graphics which are being generated when operating the GOODS shall in no event be disclosed to third parties unless SELLER declares its prior written and express approval to such disclosure.

BUYER and SELLER shall keep production protocols/machine-data-protocols, historical data and trend-graphics generated when operating the GOODS strictly confidential and shall use same only internally for purpose of documentation and analysis. This obligation remains in force irrespective of the expiry of the warranty period as per Article 10 above. The confidentiality of Confidential Information generated when operating the GOODS shall at any time be safeguarded in accordance with common industrial standards. The BUYER hereto undertakes to handle all relevant EFSA process parameters and data as well as all terms of this contract such as price, payment terms etc. with strict confidentiality without any limit of time.

16.5. Safe as above under 16.The covenant of confidentiality as per this present Article 16 shall automatically terminate upon expiry of the warranty period as per Article 10 above.

16.6. In case of external online-access to the machine control and/or historic data such as production parameters, trend graphics etc. any unauthorized access by third parties has to be prevented by adequate scrabling/codification measures (VPN and SSL or similar) as per common industry standards.

16.7. BUYER acknowledges that any attempts or measures to have the GOODS or parts thereof manufactured or copied by third parties or by BUYER itself are strictly prohibited and entitle SELLER to terminate this Contract with immediate effect and to retain any received payment. SELLER shall in such cases seek injunctive reliefs as well as any other legal remedies SELLER deems appropriate to stop any such measures of BUYER.

Article 17 – ARBITRATION CLAUSE, APPLICABLE LAW

17.1. All disputes arising out of or in connection with the Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules

17.2. The arbitration proceedings shall be governed by the Rules of Conciliation and Arbitration of the International Chamber of Commerce, Paris, France. The proceedings shall take place in Vienna, Austria in the English language. The arbitrators shall apply the laws of Austria to the case at hand, CISG and the conflict of law principles shall be excluded. The Emergency Arbitrator Provisions shall not apply.

17.3. The ruling of the Arbitrators shall be final and binding for BUYER and SELLER

Terms of business