General Terms and Conditions of hydroWEB GmbH (valid from August 27, 2025)

Luther-Augustin-Straße 11, 38820 Halberstadt, Germany

§ 1 Scope of application

These General Terms and Conditions (hereinafter: GTC) shall apply exclusively to all offers, deliveries, and services between hydroWEB GmbH (hereinafter: hydroWEB) and a commercial end consumer (entrepreneur within the meaning of § 14 BGB) (hereinafter: Buyer). They shall also apply to all future business relationships, even if they are not expressly agreed upon again. At the latest, by accepting the goods/services, these conditions shall be deemed accepted. Any counter-confirmations by the Buyer and references to the Buyer’s own terms and conditions of business or purchase are hereby expressly rejected.

§ 2 Offer and Conclusion of Contract

Drawings, illustrations, dimensions, weights, or other performance data do not constitute agreements on quality within the meaning of § 434 (1) sentence 1 BGB and shall not be understood as guarantees of quality. Such and other performance data shall only be binding if expressly agreed upon in writing. Samples are considered non-binding demonstration specimens only.

Each order placed by the Buyer constitutes an offer and shall be confirmed by hydroWEB with a written order confirmation (by letter or email). Only with the order confirmation (acceptance) shall the contract be concluded.

In the case of customised or made-to-measure products, the Buyer is contractually bound by the acceptance on receipt of the written order confirmation.

Electronic signatures shall be recognised by the Buyer as legally binding.

§ 3 Delivery conditions

The delivery dates and deadlines stated by hydroWEB are not binding, unless expressly agreed otherwise in writing. Delays in delivery or performance due to force majeure, such as fire, explosion, flooding, war, or due to events that significantly impede or render delivery impossible for hydroWEB, entitle hydroWEB to postpone the delivery and/or performance for the duration of such impediments and/or a reasonable start-up period. The same applies if the aforementioned impediments occur at hydroWEB’s suppliers or their subcontractors.

Unless otherwise agreed, the goods shall be delivered ex works at the manufacturing site. In all cases, shipment shall be at the Buyer’s risk. This also applies if the goods are transported by hydroWEB’s delivery service. If the Buyer does not accept the entire goods by the agreed date or fails to meet payment obligations, the Buyer’s right to further delivery shall lapse without the need for a grace period or a request in accordance with § 326 BGB. hydroWEB’s claims for acceptance of the goods and payment remain unaffected.

Transport and all other packaging will not be taken back, with the exception of reusable transport materials such as pallets, etc.

The Buyer is obliged to dispose of single-use packaging at their own expense. Reusable transport materials are provided to the Buyer on a loan basis only; the Buyer is obliged to return them in proper condition, i.e., emptied and undamaged. In the case of contamination or damage to the transport materials, the Buyer shall bear the repair costs, or, if repair is impossible, shall be obliged to compensate hydroWEB for their value.

hydroWEB is entitled to make partial deliveries but will inform the Buyer in advance in such cases. If delivery on call has been agreed, the Buyer must call for delivery within a reasonable period of time.

§ 4 Notice of Defects / Warranty / Liability

Complaints about supplied goods must be made immediately, at the latest within 48 hours, and will only be considered if made in writing to hydroWEB by the Buyer after the goods have arrived at the Buyer’s premises or at a warehouse requested by the Buyer and before processing. Commercial or technically unavoidable deviations of the goods in quality, colour, width and weight may not be objected to. The weight tolerances applicable in this context are deviations of ±12% for nonwovens with weights up to 50 g/m², ±10% for nonwovens of 50–100 g/m² and ±8% for nonwovens over 100 g/m², measured in an original roll with a size of at least 20 m². A dimensional difference for rolls, perforated blanks and individual blanks of ±5%, but at least ±4 cm, is deemed to be agreed.

Obvious transport damages must be reported immediately to the last carrier upon receipt and directly notified to hydroWEB. Any consequences of failing to take the necessary steps to preserve rights against the carrier shall be borne exclusively by the Buyer. The statutory provisions shall apply to hidden defects.

When asserting warranty claims, the Buyer must first give hydroWEB the necessary time and opportunity to carry out the rectifications and/or replacement deliveries deemed appropriate by hydroWEB; otherwise, hydroWEB shall be released from liability for any resulting consequences. No warranty is assumed for improper or unsuitable use, faulty or negligent handling and/or storage, or defective processing of the delivered goods. In the case of improper rectification by the Buyer or a third party, hydroWEB shall likewise be released from liability for any resulting consequences.

Advice provided by hydroWEB is given to the best of its knowledge and belief. However, it does not constitute a binding assurance of specific characteristics or prospects of success. The Buyer remains entirely free in its product decisions and is solely responsible for deciding whether to follow hydroWEB’s recommendations. Any liability in connection with such advice—particularly regarding its completeness, timeliness, or accuracy—is excluded to the extent legally permissible. Liability for intent or gross negligence remains unaffected.

For damages not occurring on the goods supplied by hydroWEB themselves, hydroWEB shall be liable—regardless of the legal grounds—only in cases of intent, gross negligence by its corporate bodies or executive staff, culpable injury to life, body, or health, fraudulent concealment of defects, breach of a quality guarantee provided by hydroWEB, and where liability arises under the Product Liability Act for personal injury or damage to privately used property. In the event of slight negligence in breaching essential contractual obligations, liability is limited to the typical, foreseeable damages—however, not exceeding €50,000. If the goods supplied by hydroWEB cannot be used by the Buyer in accordance with the contract due to hydroWEB’s own fault, such as through omitted or faulty execution of proposals and advice given before or after contract conclusion, or through breach of other contractual ancillary obligations—particularly instructions for processing the goods—the foregoing provisions shall apply accordingly. Further claims are excluded.

The limitation period for all claims of the buyer – for whatever legal reasons – shall be 12 months from receipt of the goods. The statutory periods shall apply for intentional or fraudulent conduct as well as for claims under the Product Liability Act. These shall also apply to defects in goods supplied by hydroWEB that have been used for a building in accordance with their usual use.

§ 5 Prices and payments

The basis for invoicing shall be the square meter or kilogram price of the goods sold on the day of dispatch, exclusive of VAT. Additional deliveries and services shall be invoiced separately. hydroWEB is entitled to adjust the agreed prices if, after conclusion of the contract, essential external cost factors relevant for price calculation change. The decisive factor for price calculation is, in particular, the development of the ICIS index for plastic granulates, which serves as the main price component. Other relevant cost factors include, in particular, changes in customs duties, raw material prices, transport or energy costs, exchange rates, as well as newly introduced or increased government charges, taxes, or fees beyond hydroWEB’s control. Cost increases shall be evidenced to the Buyer upon request.

Invoices shall be issued as of the date of dispatch readiness. Invoice amounts are payable in full, without deduction, within 30 days from the invoice date. Timely payment shall be determined by the date on which the payment is received in hydroWEB’s account. Any discount or bank charges shall be borne by the Buyer.

If hydroWEB becomes aware of circumstances that call the Buyer’s creditworthiness into question, hydroWEB shall be entitled to declare all outstanding claims immediately due and payable and to demand advance payments or the provision of security, without prejudice to any further statutory rights. Furthermore, hydroWEB shall be entitled to withdraw, in whole or in part, from contracts still in progress.

The Buyer shall only be entitled to withhold payments or to set off counterclaims to the extent that such counterclaims are undisputed or have been legally established. The assignment of claims against hydroWEB by the Buyer shall require prior written consent from hydroWEB. hydroWEB shall be entitled to offset any credit notes issued by hydroWEB against outstanding claims against the Buyer at any time.

§ 6 Late payment

If the Buyer falls into arrears with a payment, hydroWEB shall be entitled to charge default interest at a rate of 9 percentage points above the current base interest rate of the Deutsche Bundesbank. Default shall occur no later than 30 days after receipt of the invoice, without the need for a reminder. Any dunning costs incurred shall be borne by the Buyer. If hydroWEB proves that it has suffered a higher default-related loss, such damages may also be claimed.

If the Buyer is in default with a due payment, if there is a significant deterioration in the Buyer’s financial circumstances, or if, after conclusion of the delivery contract, hydroWEB has substantiated doubts about the Buyer’s ability to pay, hydroWEB may, for any outstanding deliveries under any ongoing contract, demand cash payment before dispatch of the goods, notwithstanding any previously agreed payment terms, by registered letter stating the reasons. If such payment is not made within 10 days of receipt of the demand, hydroWEB shall be entitled, at its discretion, to withdraw from the delivery contracts concluded with the Buyer or to claim damages for non-performance.

§ 7 Retention of Title

Until the fulfillment of all claims to which hydroWEB is entitled against the Buyer now or in the future, on whatever legal grounds, hydroWEB shall retain ownership of the delivered goods (goods subject to retention of title). Any processing or transformation of the goods by the Buyer shall always be carried out on behalf of hydroWEB, but without any obligation for hydroWEB. In the event of processing or mixing the goods subject to retention of title with other items not belonging to hydroWEB, hydroWEB shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other processed or mixed items at the time of processing or mixing. If another of the processed or mixed items is considered the principal item, the Buyer shall transfer proportional co-ownership of the new item to hydroWEB. In the event of attachment or other interventions by third parties in the goods subject to retention of title, the Buyer must point out hydroWEB’s ownership and immediately notify hydroWEB in writing. The Buyer is entitled to process and resell the goods subject to retention of title in the ordinary course of business. The Buyer hereby assigns to hydroWEB, by way of security, all claims arising against third parties from such resale, processing, or from any other legal grounds (insurance, tort, etc.) with respect to the goods subject to retention of title. hydroWEB undertakes to release the securities to which it is entitled upon the Buyer’s request insofar as their value exceeds the secured claims by more than 20%.

§ 8 Place of Performance and Jurisdiction

The place of performance for all obligations arising for either party from the delivery contract is 38820 Halberstadt. The contractual relationship shall be governed by the law of the Federal Republic of Germany, even in the case of deliveries abroad. The application of conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The place of jurisdiction for all disputes directly arising from the contractual relationship with the Buyer shall, at the discretion of hydroWEB, be either the registered office of hydroWEB in 38820 Halberstadt or a statutory place of jurisdiction. This shall also apply to claims arising from checks, bills of exchange, and direct debit procedures.

§ 9 Miscellaneous

In the event of any discrepancies or inconsistencies between the German version of these General Terms and Conditions and any translation, the German version shall prevail and be legally binding.

hydroWEB processes personal data of the Buyer in compliance with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR). Further information on the type, scope, and purpose of the data processing, as well as on the rights of the data subjects, can be found in hydroWEB’s privacy policy at www.hydro-web.eu/en/privacy-policy/.

Should any provision of these General Terms and Conditions be or become invalid, in whole or in part, the validity of the remaining provisions shall not be affected. In such case, a provision shall apply which comes as close as possible to the purpose intended by the invalid provision.