Terms and Conditions of Delivery and Payment

As of: August 2026

1. Scope of Application

1.1. These Terms and Conditions of Delivery and Payment apply exclusively to merchants for whom the underlying contract is part of the operation of their commercial business.

1.2. If order confirmations issued by Pacomelt that refer to these conditions are accepted without objection, this shall be deemed consent to their incorporation into the contract.

1.3. The Terms and Conditions of Delivery and Payment of Pacomelt apply exclusively; any conflicting or deviating terms and conditions of the buyer shall not apply unless Pacomelt has expressly agreed to their validity. Pacomelt's Terms and Conditions shall also apply if Pacomelt, having knowledge of conflicting or deviating purchase conditions of the buyer, carries out the delivery to the buyer without reservation.

1.4. All agreements made between Pacomelt and the buyer for the purpose of executing the contract shall be set out in writing in that contract.

1.5. These Terms and Conditions of Delivery and Payment also apply to all future transactions with the buyer.

1.6. Should one or more provisions of the contract to be concluded or of these Terms and Conditions of Delivery and Payment be or become invalid, this shall not affect the validity of the remaining provisions.

2. Offers

2.1. Offers are binding on Pacomelt only if they are expressly designated as such. The acceptance period within which acceptance by the buyer may occur is 30 days from the date the offer is dispatched.

2.2. If the buyer declares acceptance of the offer after the acceptance period has expired, a contract shall only come into existence if Pacomelt confirms the declaration of acceptance.

3. Prices

3.1. Unless otherwise stated in the offer or order confirmation, Pacomelt's prices apply ex works or ex warehouse.

3.2. Statutory value added tax is not included in the prices; it will be shown separately in the invoice at the statutory rate applicable on the date of invoicing.

3.3. Sketches, drafts, proof prints, and samples will be charged and must be paid by the buyer even if no order is placed.

4. Delivery

4.1. The scope of delivery is determined by Pacomelt's offer or order confirmation. An over- or under-delivery of up to 10 % shall be deemed to comply with the contract.

4.2. Where the delivery period is specified in days, weeks, or months, it commences upon receipt of the order confirmation by the recipient; where the order is not confirmed in writing again, the delivery period commences upon formation of the contract. Where the delivery period is specified in days, working days are to be understood.

4.3. Deliveries effected within seven working days after the agreed delivery date shall be deemed timely.

4.4. Delivery delays caused by force majeure, strikes, unforeseeable operational disruptions, supply restrictions for the raw materials, materials, and energy required to produce the contractual goods, delays in the supply of raw materials and materials by upstream suppliers, transport bottlenecks, and other circumstances not attributable to Pacomelt shall release Pacomelt from its delivery obligation for the duration of such circumstances or justify a reasonable adjustment of delivery dates. In such cases the buyer is entitled, after the expiry of a reasonable grace period set by the buyer in writing, to refuse acceptance of the delayed deliveries. Beyond this, the buyer shall have no claims against Pacomelt in the cases mentioned.

4.5. Any claim for damages for non-performance to which the buyer may be entitled in the event of delay in performance or impossibility of performance attributable to Pacomelt pursuant to §§ 325, 326 of the German Civil Code (BGB) is limited such that compensation may only be claimed for foreseeable damage; this shall not apply if the circumstance giving rise to the obligation to pay damages is based on gross fault on the part of either a legal representative or a senior employee of Pacomelt.

4.6. If the buyer is in default of acceptance or breaches other duties to cooperate, Pacomelt is entitled to demand compensation for any loss arising therefrom, including any additional expenditure.

5. Place of Performance and Transfer of Risk

5.1. The place of performance is, irrespective of the destination of delivery, Pacomelt's factory or dispatch warehouse.

5.2. The risk of accidental loss or accidental deterioration of the goods passes to the buyer upon handover to the buyer or the carrier. This also applies where Pacomelt arranges the transport on behalf of the buyer or carries out the transport itself.

5.3. If the buyer is in default of acceptance, the risk of accidental loss or accidental deterioration of the delivery passes to the buyer three working days after dispatch of the notice of readiness for shipment.

5.4. It is the buyer's responsibility to arrange transport or other insurance for the delivery.

6. Payment Terms

6.1. Unless otherwise agreed, Pacomelt's invoices are payable net cash within 14 days from the invoice date. A cash discount of 2 % is granted for payment within 8 days of the invoice date.

6.2. Payment by bill of exchange requires a prior written agreement to that effect. Where cheques and bills of exchange are accepted, all collection costs shall be borne by the buyer. Bills of exchange and cheques are always accepted only in lieu of payment. A cash discount deduction when paying by cheque is excluded.

6.3. If payment is not made within the stated period and the buyer is placed in default by Pacomelt, the invoice amount shall bear interest from the date of default at a rate of 4 % above the then-current discount rate of the German Federal Bank (Deutsche Bundesbank).

6.4. For larger orders, advance payments or partial payments corresponding to work already performed shall be made.

6.5. If the buyer defaults on payment of an invoice, all outstanding claims of Pacomelt, including claims arising from bills of exchange, shall become immediately due and payable regardless of any agreed payment dates. In addition, Pacomelt is entitled to put on hold any deliveries still to be made and to require advance payment for such deliveries until the outstanding invoices have been settled. The same applies if Pacomelt becomes aware of circumstances that call into question the buyer's creditworthiness.

6.6. Set-off against counterclaims of the buyer is generally not permitted unless such counterclaims are due and undisputed or have been established by final judgment.

6.7. The buyer is not entitled to assert a right of retention with respect to payments owed by the buyer.

7. Retention of Title

7.1. All deliveries are made subject to retention of title. Title shall only pass to the buyer once the buyer has discharged all its liabilities to Pacomelt arising from or in connection with delivery contracts with Pacomelt. In the case of a running account, the retained title shall serve as security for the balance claim of Pacomelt.

7.2. The buyer is entitled to resell the goods delivered subject to retention of title in the ordinary course of business. The buyer hereby assigns in advance to Pacomelt the first-ranking portion of its claims arising from authorised and unauthorised resale, equal to the invoice price (including VAT) of the goods delivered by Pacomelt. The names and addresses of the sub-purchasers as well as the amounts of the respective claims must be communicated to Pacomelt upon first request. The buyer is authorised to collect the claims assigned to Pacomelt for as long as the buyer duly meets its payment obligations to Pacomelt and Pacomelt does not revoke this authority for other reasons. If the buyer maintains a current account with its sub-purchaser into which the buyer's claim is incorporated, the assignment relates to the current account balance. Pacomelt accepts the assignments mentioned in this provision.

7.3. Any pledging or transfer of ownership as security of the goods delivered subject to retention of title is not permitted. Seizures or other interferences with Pacomelt's ownership by third parties must be notified to Pacomelt immediately by the buyer and must be resisted using appropriate means. If Pacomelt has reason to protect its rights in the delivered goods by filing a third-party opposition claim pursuant to § 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for the judicial and extrajudicial costs incurred by Pacomelt to the extent that the opposing party is unable to reimburse them.

7.4. In the event of conduct by the buyer in breach of contract, in particular in the event of default in payment, Pacomelt is entitled to take back the delivered goods. The retrieval of goods by Pacomelt does not constitute withdrawal from the contract unless Pacomelt expressly declares such withdrawal.

7.5. In the event of withdrawal, the performances rendered by the parties shall be unwound. However, Pacomelt is entitled to require the buyer to reimburse the expenses incurred by Pacomelt in connection with the unwinding.

8. Warranties

8.1. Statements regarding the nature, composition, usability, suitability, or effect of the contractual goods, the provision of samples or specimens, and references to standards and guidelines shall only constitute guarantees of specific characteristics if Pacomelt expressly confirms them to the buyer as such.

8.2. In the event of short deliveries or defective deliveries, Pacomelt shall as quickly as possible effect supplementary or replacement deliveries to the extent necessary to compensate for shortfalls and to replace defective parts of the delivery. The buyer is obliged to accept the partial quantity and the non-defective parts of the delivery as well as the supplementary or replacement delivery. If a complete or defect-free overall performance by Pacomelt is not achieved by means of supplementary or replacement delivery, or if the buyer cannot reasonably be expected to accept the supplementary or replacement delivery, the buyer is entitled, at the buyer's option, to withdraw from the contract or to demand an appropriate reduction of the purchase price.

8.3. Except as otherwise provided below, further claims of the buyer are excluded, irrespective of the legal basis. Pacomelt is therefore not liable for damage that has not arisen to the delivered goods themselves; in particular, Pacomelt is not liable for loss of profit or other financial losses of the buyer. The foregoing exclusion of liability does not apply where the cause of the damage is based on intent or gross negligence of a legal representative or a senior employee of Pacomelt, or where the damage has its cause in the breach of a material contractual obligation of Pacomelt. In such cases the obligation to compensate is limited to foreseeable damage. The exclusion of liability also does not apply if the buyer asserts claims for damages for non-performance due to the absence of a warranted characteristic pursuant to §§ 463, 480(2) of the German Civil Code (BGB).

8.4. Pacomelt is released from all warranty obligations if defects in the goods are due to the buyer's instructions being followed or to errors occurring during transport, storage, or use of the goods undertaken by the buyer.

8.5. The buyer must inspect the delivery carefully and comprehensively upon arrival at the place of destination immediately, in accordance with the details on the delivery note, for completeness and defect-free condition. All defects or short deliveries identifiable in the course of this inspection must be notified to Pacomelt immediately in writing, specifying the details and possible consequences of the damage.

9. Liability for Fault

9.1. For damages arising from other breaches of contract or fault in the course of contractual negotiations, Pacomelt is in principle only liable in cases of intent and gross negligence on the part of its legal representatives and vicarious agents. Where material contractual obligations are breached, Pacomelt is liable for any degree of fault on the part of its representatives and vicarious agents, but only for compensation of typical foreseeable damage.

9.2. The foregoing limitation of liability also applies to tortious claims for damages. It does not apply to claims pursuant to §§ 1 and 4 of the German Product Liability Act (Produkthaftungsgesetz), nor in cases of initial impossibility or impossibility attributable to Pacomelt.

9.3. To the extent that Pacomelt's liability is excluded or limited, this also applies to the personal liability of Pacomelt's employees, workers, staff, representatives, and vicarious agents.

9.4. For claims for damages arising from incorrect advice or recommendations regarding the processing or use of the delivered goods, Pacomelt is only liable for intent and gross negligence on the part of its legal representatives or senior employees responsible for providing such advice or making such recommendations.

10. Intellectual Property Rights

10.1. It is the sole responsibility of the client to verify the right of reproduction for all die-cut parts, moulded parts, and printing templates.

10.2. Copyright and the right of reproduction by any method and for any purpose in respect of Pacomelt's own sketches, drafts, originals, films, and similar materials shall remain with Pacomelt.

11. Rights in Print Materials

11.1. Die-cutting tools, moulding tools, printing plates, clichés, engravings, embossing plates, lithographs, reproduction masters (negatives and transparencies on film or glass), matrices, punches, and similar items remain the property of Pacomelt, even if they are invoiced separately, in full or in part. Pacomelt is not obliged to deliver proof prints of lithographs or copies of masters to the buyer.

11.2. Pacomelt accepts no liability for third-party tools, masters, samples, printing blocks, manuscripts, and other items that are not collected by the client within four weeks after completion of the order.

11.3. The insurance of tools, samples, manuscripts, originals, printing blocks, paper, stored printed matter, or other items brought in by the buyer against theft, fire, water, or any other risk shall, if desired, be arranged by the buyer. Pacomelt is only liable for such items brought in to the extent of the care it applies to its own property.

12. Proof Corrections

Proof copies and samples must be checked by the client for errors and returned marked as ready for production. Pacomelt is not liable for errors overlooked by the client. Verbally communicated changes require written confirmation. In the event of changes after production authorisation has been granted, all expenses, including the costs of machine downtime, shall be borne by the client.

13. Jurisdiction

The exclusive place of jurisdiction for all disputes arising from the contractual relationship is the District Court (Amtsgericht) of Düren or the Regional Court (Landgericht) of Aachen.

PACOMELT GMBH · August 2026