General Terms and Conditions of CPH Adhesives GmbH

1. Scope

These General Terms and Conditions ("GTC") apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. They apply to all present and future business relationships between CPH Adhesives GmbH (the "Seller") and its customers (the "Buyer"), insofar as the transactions concerned are attributable to the Buyer’s commercial or self-employed professional activities.

Any deviating, conflicting or supplementary terms and conditions of the Buyer shall not form part of the contract unless the Seller expressly agrees to their application in text form. This requirement for consent shall also apply where the Seller, with knowledge of the Buyer’s terms and conditions, performs delivery without reservation. Individual agreements shall always take precedence over these GTC pursuant to Section 305b BGB, irrespective of their form.

2. Conclusion of Contract, Contract Documents and Product Information

All offers made by the Seller are subject to change and non-binding unless expressly designated as binding. A contract shall only be concluded upon the Seller’s order confirmation in text form, actual delivery of the ordered goods or commencement of the agreed service.

Legally relevant declarations and notices by the Buyer, in particular the setting of deadlines, notices of defects, declarations of rescission or requests for a price reduction, must be made at least in text form. Individual agreements remain unaffected.

Information contained in catalogues, technical data sheets, safety data sheets, product descriptions, illustrations, samples or other documents serves to describe the goods. Such information shall only constitute a guarantee of quality if it is expressly designated as a guarantee and confirmed by the Seller in text form.

Technical modifications and changes in shape, colour or weight shall remain permissible insofar as they are customary in the trade, technically unavoidable or reasonable for the Buyer and do not materially impair the contractually intended use.

3. Prices and Payment

All prices are stated in euros plus the applicable statutory value added tax. Unless otherwise agreed in the individual contract, prices shall apply FCA Seller’s premises, Heinz-Bäcker-Straße 33, 45356 Essen, Germany, Incoterms® 2020. Any different Incoterms rule, including the named place, expressly stated in the order confirmation shall take precedence.

Additional costs such as packaging, transport and insurance shall be charged separately insofar as they are to be borne by the Buyer under the agreed Incoterms® rule or the individual contract. Customs duties, import charges, official fees and other levies outside Germany shall be borne by the Buyer unless otherwise provided by the agreed delivery rule.

Unless otherwise agreed, payments shall be due without deduction within 14 days from the invoice date. In the event of default in payment, the Seller shall be entitled to charge default interest at nine percentage points above the applicable base interest rate and the statutory lump-sum compensation for default. Further claims for damages remain reserved.

All bank and transfer charges incurred outside the Seller’s bank shall be borne by the Buyer. Payments shall be made free of deductions for foreign taxes or levies unless mandatory law provides otherwise.

The Buyer may only set off claims that are undisputed or have been finally adjudicated. The Buyer may exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship.

4. Delivery, Transfer of Risk and Force Majeure

Delivery periods and dates shall only be binding if expressly agreed as binding in text form. Compliance with binding delivery dates is conditional upon the Buyer’s timely and complete fulfilment of its cooperation and payment obligations.

Delivery, allocation of costs and transfer of risk shall be governed by the Incoterms 2020 rule agreed in the individual contract. Only where no Incoterms rule has been agreed shall the risk pass to the Buyer when the goods are handed over to the first forwarding agent, carrier or other person commissioned to dispatch them.

If dispatch is delayed for reasons for which the Buyer is responsible, the risk shall pass to the Buyer upon notification that the goods are ready for dispatch. Partial deliveries shall be permissible insofar as they are reasonable for the Buyer.

Events of force majeure or other events that were not foreseeable at the time the contract was concluded and for which the Seller is not responsible, including in particular natural events, war, terrorism, civil unrest, epidemics, governmental measures, sanctions, embargoes, strikes, lockouts, shortages of energy or raw materials, disruption of transport routes, closure of ports or borders, failure of essential production facilities or delayed supplies to the Seller despite proper and sufficient procurement, shall extend delivery periods for the duration of the disruption plus a reasonable restart period. If the disruption continues for more than 60 days, either party may terminate the contract with respect to the part not yet performed. Services already rendered shall be invoiced.

5. Containers, Packaging, Take-back and Disposal

Unless expressly agreed otherwise or a container is designated as reusable, loaned, rented, pooled or subject to a deposit, the containers and other packaging supplied with the goods form part of the delivery. They shall pass into the Buyer’s possession upon handover. Transfer of ownership shall be governed by the retention of title provisions in Clause 6.

The Buyer is responsible for the safe and, as far as possible, complete emptying of the containers. Unless the Buyer returns the containers and packaging to the Seller pursuant to a mandatory statutory or expressly agreed take-back arrangement, the Buyer shall, at its own expense, ensure their proper and legally compliant reuse, collection, transport, preparation for reuse, recovery or, where recovery is legally or technically impossible, disposal.

Containers may only be reused if they are technically suitable, safe and permitted under the applicable product, chemicals, dangerous goods, waste and packaging laws. In particular, the Buyer must take account of product residues and possible contamination. The Seller accepts no responsibility for any subsequent use of the containers that was not initiated by the Seller.

Where the Seller has a statutory take-back obligation for packaging that is not subject to mandatory participation in a packaging compliance scheme, returns shall be made only by prior arrangement to the return location designated by the Seller. To the extent legally permissible, the Buyer shall bear the costs of return transport, sorting and making the emptied packaging available. Alternatively, the Buyer may itself arrange for the legally compliant reuse or recovery of the packaging and shall provide appropriate evidence to the Seller upon request.

Mandatory statutory obligations concerning registration, participation in a packaging compliance scheme, take-back, information, documentation and recovery, as well as any other extended producer responsibility obligations of the party legally responsible, remain unaffected. Upon request, the Buyer shall provide the Seller with all information required for the Seller to fulfil its statutory packaging and disposal obligations, in particular information concerning the country of destination, the final whereabouts of the packaging and any registration or scheme participation existing there.

In the case of cross-border deliveries, each party shall fulfil the packaging, waste and EPR obligations allocated to it under the applicable law. In particular, the Buyer shall fulfil the obligations of an importer, distributor or producer insofar as that role is assigned to it under the law of the country of destination.

6. Retention of Title

The delivered goods shall remain the property of the Seller until all present and future claims arising from the business relationship have been paid in full. The Buyer shall handle the goods subject to retention of title with due care and shall notify the Seller without delay in text form of attachments, seizures, insolvency applications or other interventions by third parties.

The Buyer is entitled to resell the goods in the ordinary course of business. The Buyer hereby assigns to the Seller, in advance, all claims against its customers arising from such resale up to the amount of the invoice, including value added tax; the Seller hereby accepts the assignment. The Buyer shall remain authorised to collect the assigned claims until this authority is revoked. The Seller may revoke such authority in particular in the event of default in payment or a material deterioration in the Buyer’s financial position.

Any processing, mixing or combination of the goods subject to retention of title shall be carried out for the Seller without giving rise to any obligations on the Seller’s part. If the goods are processed, mixed or combined with items belonging to third parties, the Seller shall acquire co-ownership in the ratio of the invoice value of the goods subject to retention of title to the value of the other items at the time of processing, mixing or combination.

If the realisable value of the securities exceeds the secured claims by more than 10%, the Seller shall, at the Buyer’s request, release securities of the Seller’s choice.

For deliveries abroad, the retention of title shall apply to the extent permitted by the law of the country in which the goods are located. If registration or any other cooperation by the Buyer is required for its validity or enforceability, the Buyer shall provide such cooperation without delay upon request. Where retention of title cannot be validly agreed, the Buyer shall provide the Seller with security that is economically as equivalent as possible.

7. Inspection and Notification Duties; Warranty

The Buyer shall inspect the goods without delay upon receipt for identity, quantity, transport damage and apparent defects and shall notify the Seller of such defects in text form no later than seven business days after delivery. Hidden defects shall be notified in text form within five business days after discovery. The statutory duties of inspection and notification, in particular under Section 377 of the German Commercial Code (HGB), remain unaffected.

The Buyer shall not further process or pass on to third parties goods that are obviously defective insofar as this would prevent or impede an inspection or mitigation of damage. The Buyer shall allow the Seller a reasonable opportunity to inspect the goods and, where appropriate, take samples.

Information contained in technical data sheets, test reports, samples and application recommendations describes the customary properties or the properties established during testing. Such information does not release the Buyer from the obligation to verify, by its own trials, the suitability of the goods for its specific materials, machinery, production conditions, storage conditions and intended use.

In the event of a justified notice of defects, the Seller shall, at its option, remedy the defect or provide replacement goods. If subsequent performance fails or is unreasonable for the Buyer, the Buyer may rescind the contract or reduce the purchase price in accordance with the statutory provisions. Claims for damages shall exist only in accordance with Clause 8.

The limitation period for claims based on defects shall be twelve months from the transfer of risk. This shall not apply in cases of intent, fraudulent concealment of a defect, assumption of a guarantee, claims arising from injury to life, limb or health, or in any other case of mandatory statutory liability.

8. Liability

The Seller shall have unlimited liability for damage caused by intent or gross negligence, for culpable injury to life, limb or health, under the German Product Liability Act, where an express guarantee has been assumed and in the event of fraudulent concealment of a defect.
In the event of a slightly negligent breach of a material contractual obligation, the Seller shall be liable only for the foreseeable damage typical of the contract at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Buyer may regularly rely.

In all other respects, liability for slight negligence is excluded. The foregoing limitations of liability shall apply accordingly in favour of the Seller’s legal representatives, employees and vicarious agents.

9. Compliance with Legal Requirements, Export Control and Sanctions

The Buyer is responsible for compliance with the provisions applicable in the country of destination concerning the import, storage, further processing, use, labelling, resale and disposal of the goods, unless the Seller has expressly assumed responsibility for specific obligations. The Seller shall provide the product and safety information required under German or European Union law.

The Buyer undertakes to comply with all applicable export control, embargo and sanctions regulations of the European Union and the Federal Republic of Germany and, where legally applicable, of other countries. In particular, the Buyer shall not supply the goods, directly or indirectly, to sanctioned persons, companies or countries or for prohibited end uses.

Upon request, the Buyer shall promptly provide the Seller with complete and accurate information concerning the end customer, destination and intended use of the goods, as well as any required end-use or non-re-export declarations. The Seller shall be entitled to suspend delivery or terminate the contract if performance would violate applicable regulations or if there is reasonable suspicion of such a violation. In such case, the Buyer shall have no claim for damages unless the Seller is responsible for the cause.

10. Data Protection

Personal data shall be processed in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details concerning the purposes and legal bases of processing, retention periods and data subject rights are set out in the Seller’s current privacy notice.

11. Governing Law, Jurisdiction and Contract Language

The substantive law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules, insofar as their exclusion is permissible. Mandatory public-law provisions of the country in which the goods are imported, used or disposed of remain unaffected.

The exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be Essen, Germany, insofar as such an agreement on jurisdiction is legally permissible. The Seller shall additionally be entitled to bring proceedings against the Buyer at the Buyer’s general place of jurisdiction. The place of performance for deliveries and payments shall be Essen unless otherwise provided by the agreed Incoterms rule.

Where these GTC or other contract documents are provided in more than one language, the German version shall prevail in the event of discrepancies unless expressly agreed otherwise.

12. Final Provisions

Amendments and supplements to the contract should be made in text form for evidentiary purposes. Individual agreements and the statutory precedence of individually negotiated terms remain unaffected.

Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provisions.

CPH Adhesives GmbH
Version: 9 July 2026