AGB

1. Application

1.1 These General Terms and Conditions (“GTC”) govern the offer, sale, and delivery of all goods (the “Goods”) by or on behalf of our company (hereinafter: ‘Newell’) to the customer (hereinafter: the “Customer”). These GTC are directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), whereby an entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.2 Unless expressly agreed otherwise in writing with authorized representatives of Newell, these GTC constitute the entire agreement between Newell and the Customer with respect to their subject matter and supersede all prior written and/or oral statements and representations, negotiations, agreements, and contracts relating to their subject matter.

1.3 Any communication and any conduct by the customer confirming its agreement to the delivery of goods by Newell and/or the acceptance of a delivery of goods from Newell to the customer shall constitute unconditional acceptance of these GTC by the customer, provided that the customer has been made aware of the GTC in advance.

1.4 These GTC shall at all times take precedence over the customer's terms and conditions of purchase or order, even if (i) these were sent to Newell prior to the GTC being sent to the customer, and/or (ii) these expressly exclude the application of these GTC, and/or (iii) Newell has not objected to the customer's terms and conditions of purchase or order.

1.5 Newell is entitled to update and/or amend these GTC if Newell deems this necessary and the customer is not disadvantaged in bad faith as a result. The amendment shall take effect unless the customer objects to the amendment or update within seven days of notification of such update or amendment or after the updated or amended GTC have been sent to the customer.

2. Offers, orders, and conclusion of contract

2.1 Offers made by Newell (regardless of their form) are non-binding for Newell; they are revocable and may be changed at any time without notice.

2.2 Orders are non-binding until they have been expressly accepted by Newell in writing or electronically (“order confirmation”). Newell is under no obligation to accept orders. The order confirmation contains details of the goods, delivery dates and times, the purchase price, other prices such as shipping, taxes, etc., and payment terms.

3. Delivery and acceptance

3.1 Unless otherwise specified in the order confirmation or another document accepted in writing by Newell, all goods shall be delivered by Newell “ex works” (EXW Incoterms 2010). The customer shall accept the goods upon delivery. Newell is entitled to stipulate a minimum order value and/or charge a minimum fee for delivery of the goods to the customer, depending on the type and quantity of goods purchased by the customer.

3.2 The goods shall be delivered in the packaging specified by Newell and, where applicable, subject to prior payment of the purchase price by the customer.

3.3 Unless otherwise specified in the order confirmation or another document confirmed in writing by Newell, delivery times or delivery dates specified by Newell are estimates and do not constitute a prerequisite for the customer's performance of the contract. Newell shall not be liable for any delays in delivery except in cases of intent or gross negligence. Otherwise, Newell shall be liable in accordance with the general statutory provisions. A delay in the delivery of goods shall not release the customer from its obligation to accept delivery and shall not justify a price reduction.

3.4 Newell is entitled to make partial deliveries and issue separate invoices, unless expressly agreed otherwise.

4. Transfer of risk and ownership

4.1 The transfer of risk to the customer shall take place in accordance with the currently applicable Incoterms.

4.2 Notwithstanding delivery and transfer of risk for the goods, however, title to the delivered goods shall not pass to the customer until Newell has received full payment of the purchase price for the delivered goods in cash or cleared funds. Payment of the full purchase price for the goods includes any interest or other amounts payable under the terms of this and all other contracts between Newell and the customer under which the goods were delivered.

4.3 Newell undertakes to release the securities to which Newell is entitled upon request to the extent that the realizable value of our securities exceeds the claims to be secured by more than ten percent. The selection of the securities to be released is at Newell's discretion.

5. Prices and payment

5.1 The prices, rates, and currencies stated in the order confirmation shall apply.

5.2 If prices and rates are quoted in euros and the euro is no longer legal tender (in whole or in part), the prices and rates for the goods and all other amounts to which these GTC refer shall be automatically converted into US dollars (USD) at the EUR/USD exchange rate on the last day on which the euro was legal tender. Additional costs resulting from conversion shall be borne by the customer.

5.3 Unless otherwise specified in the order confirmation or any other document accepted by Newell in writing, the prices quoted by Newell include standard packaging but do not include value-added tax or similar applicable taxes, duties, customs duties, or fees levied in any country on the goods or their delivery (“Taxes”). . The amount of any taxes levied in connection with the sale of the goods to the customer shall be borne by the customer and shall be added to each invoice or invoiced separately to the customer by Newell.

5.5 Unless otherwise specified in the order confirmation or any other document accepted by Newell in writing or in text form, or unless otherwise specified in these GTC, payments are due thirty (30) days after the invoice date.

5.6 If invoices are not paid by the due date, Newell shall be entitled, without prejudice to any other rights or remedies available to Newell, to automatically



(a) charge interest on overdue amounts at a rate equal to the European Central Bank's reference rate plus nine percentage points, without prior notice. The applicable reference interest rate is the European Central Bank's main refinancing rate. Outside the euro zone, the interest rate is set by the central bank of the respective country. The reference interest rate applicable on January 1 is valid until June 30, and the reference interest rate applicable on July 1 is valid until December 31. If the European Central Bank's reference interest rate is no longer a statutory reference interest rate, or if the European Central Bank's reference interest rate is less than 0.00%, the total interest on overdue amounts shall be nine percent. (b) to charge the court and out-of-court costs (in particular costs of collection agencies and legal costs) incurred by Newell in connection with the collection of amounts due. In addition, a flat rate of EUR 40.00 will be charged as compensation for internal collection costs.

5.7 Newell may offset amounts owed by the customer against amounts owed by Newell to the customer. All payments made by the customer and any refunds due to the customer may first be used to settle any interest payable and then, at Newell's sole discretion, to repay any amounts owed to Newell, regardless of the reason for which these amounts are owed. To the extent permitted by applicable law, the customer waives any rights of set-off that it may have in relation to Newell's payment claims.

6. Product characteristics, warranty, and liability

6.1 Upon delivery and during the handling, use, processing, transportation, storage, and sale of the goods (the “Use”), the Customer must inspect the goods and satisfy itself that the goods delivered comply with the characteristics agreed in writing for the goods or, if no such characteristics have been agreed, with the usual characteristics (“the Product Description”).

6.2 Complaints regarding the goods must be made in writing and received by Newell no later than eight (8) days after delivery. If the customer fails to give notice, the goods shall be deemed to have been approved, unless the defect was not apparent during the inspection. If such a defect becomes apparent later, notification must be made immediately after discovery; otherwise, the goods shall be deemed to have been approved even in view of this defect. The use of the goods despite the existence of a recognizable defect shall be deemed unconditional acceptance of the goods and waiver of all claims in relation to the goods. The foregoing shall not apply if Newell has fraudulently concealed the defect.

6.3 Newell only warrants that the goods comply with the product description in accordance with 6.1 at the time of delivery. Other characteristics or the suitability of the goods for a particular purpose are expressly not warranted. If and to the extent that the goods do not conform to the product description, Newell may, at its option, repair or replace the goods free of charge or issue a credit note for such goods in the amount of the price originally invoiced.

6.4 The foregoing rights are exclusive and supersede all express, implied, statutory, contractual, or other warranty agreements, representations, conditions, or other provisions, including, without limitation, any representations regarding merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights with respect to the goods.

6.5 To the extent permitted by applicable law, Newell's liability for claims, liabilities, and expenses of any kind shall be limited to the amount paid by the Customer for the portion of the Goods to which the claim relates. To the extent permitted by applicable law, Newell shall not be liable for any indirect or consequential damages of any kind (such as foreseeable or unforeseeable business interruptions, third-party claims, damages due to business interruptions or lost profits, loss of savings, competitive advantages or goodwill), regardless of the cause of such damages, even if Newell has been advised of the possibility of such damages on any legal basis whatsoever (liability in contract, tort or otherwise).

6.6 Nothing in these Terms and Conditions shall limit Newell's liability for intentional and grossly negligent breaches of duty, or for injury to life, limb, or health.

7. Product Changes and Commercial Communications

7.1 Newell reserves the right to change the product description, design, and/or workmanship of the goods and to substitute materials used in the production and/or manufacture of the goods without notice. This also applies to goods deliveries that have already been confirmed but not yet delivered, provided that this does not change the product description agreed in writing for the goods in accordance with Section 6.1.

7.2 The customer acknowledges that the data in the catalogs, specifications, and other descriptive materials distributed by Newell or published on its websites are subject to change at any time without notice. Statements, declarations, recommendations, advice, samples, and other information provided by Newell regarding product characteristics, the goods, and their use are provided to the customer on a non-binding basis only. It is assumed that the customer has obtained sufficient information on all these aspects before ordering the goods.

8. Suspension and Termination

8.1 In the event that (i) the customer is in default of its obligations to Newell; and/or (ii) Newell has reasonable doubts regarding the fulfillment of these obligations; and/or (iii) the customer becomes insolvent, is unable to pay its liabilities when due, or goes into liquidation, or bankruptcy proceedings are commenced by or against the Customer, or a trustee or receiver is appointed over all or a substantial part of the Customer's assets, or the Customer enters into arrangements with its creditors or makes assignments in favor of its creditors; then, without prejudice to any other rights and/or remedies available to Newell, and excluding any liability on the part of Newell, Newell may, by written notice or in text form and without setting a deadline, (a) demand immediate payment of all outstanding invoices and liabilities; (b) demand the immediate return of goods that have not yet been paid for but have already been delivered and take possession of them again, for which the customer hereby (i) grants Newell an irrevocable right and permission to enter all or any premises where the goods are or may be located, and (ii) makes an irrevocable declaration to Newell that it will bear all necessary costs for the recovery of the goods; and/or (c) suspend performance of its contractual obligations or revoke the order confirmation for outstanding goods deliveries if the customer fails to make the relevant payments for goods in advance.

8.2 In any event, all outstanding claims by Newell relating to goods delivered to the customer and not taken back into Newell's possession shall become immediately due and payable.

9. Intellectual Property 9.1 The name(s), trademark(s), and trade name(s) used by the Company in the course of its business, as well as all intellectual property rights and/or other rights, claims, and interests therein, are the sole property of Newell and/or its licensors and are vested in them. Unless otherwise agreed, the Customer may not use any name, trademark(s) or trade name(s) used by Newell in the course of its business without Newell's written consent.

9.2 Customers based in the European Economic Area (the “EEA”) are not permitted to sell goods sourced from outside the EEA and bearing trademarks owned by Newell or its affiliates to customers based in the EEA, unless Newell or its affiliates have expressly agreed to the sale of those specific goods in the EEA. Furthermore, it is expressly agreed that Newell does not grant permission to customers based in the EEA who are engaged in delivery within the EEA to sell the goods outside the EEA. Newell reserves the right to take all necessary legal action (including, but not limited to, injunctive relief and damages) to ensure the highest possible protection of its intellectual property rights, including its trademark rights. The customer expressly agrees to this and will communicate the above provisions to third parties if it purchases Newell products for resale.

9.3 Customers based outside the EEA are not permitted to sell goods bearing trademarks belonging to Newell or Newell's affiliates to customers based in the EEA, unless Newell or Newell's affiliates have expressly agreed in advance to the sale of these specific goods in the EEA.

10. Miscellaneous

10.1 To the extent that Newell grants or promises the customer special terms or benefits (such as discounts, advertising subsidies for joint advertisements, or other incentives through remuneration or financing), such terms or benefits will only be paid if they are claimed by the customer within a period of twelve (12) months from the date on which they arise.

10.2 Newell shall not be liable for any damages, losses, claims, costs, taxes, or expenses of any kind incurred by the customer arising out of or in connection with the non-performance or delayed performance of obligations due to force majeure or other unforeseeable events. Force majeure within the meaning of these General Terms and Conditions includes, in particular, disasters, fires, floods, earthquakes, natural forces, actual or threatened terrorist attacks, acts of war, sabotage, explosions, riots, civil unrest, rebellions, revolutions and strikes, lockouts and labor disputes, official measures, accidents in or failure of plants or machines, material shortages, the non-provision of services by utility companies (such as electricity, gas, network, or telecommunications providers), and all actions and omissions of third parties for which Newell is not responsible. The fact that the euro is no longer legal tender does not constitute force majeure, and all of the customer's obligations shall automatically become due on the date on which the euro ceases to be legal tender.

10.3 Newell and the customer are independent contracting parties, and the relationship created hereby shall not be deemed to be a commercial agency relationship (principal-agent relationship) or a distributor relationship. Sales to or obligations to third parties by either party shall not be binding on the other party in any way.

10.4 The customer may not assign, transfer, or novate its rights, obligations, and liabilities under these GTC or arising from the business relationship without Newell's consent. Newell is entitled to assign, transfer, and novate all rights, obligations, and liabilities under these GTC.

10.5 The rights and obligations of the parties are binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, organs, agents, and legal representatives. The revocation of one or more rights or one or more obligations of the parties, regardless of the reason, shall have no effect on the provisions of these GTC, which shall remain in force even after such revocation.

10.6 If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, that provision shall be replaced by a valid, legally permissible, and enforceable provision that comes as close as possible to the original intent of the parties. If the invalid, illegal, or unenforceable provision cannot be replaced by such a provision, the provision in question shall be ineffective and shall be deemed not to be included in these Terms and Conditions, without affecting the remaining provisions of these Terms and Conditions.

10.7 These Terms and Conditions have been written in German, and their provisions shall be interpreted in accordance with the generally accepted meanings in the German language. Any translation of the Terms and Conditions is for the convenience of the customer only and is not binding on either party. In the event of any inconsistency between the German-language original and its translation, the German-language version shall prevail.

10.8 The parties may only waive the rights resulting from these GTC by expressly notifying the other party in writing. A waiver shall only apply in the context and for the purpose for which it is declared.

10.9 These GTC and the contracts concluded under these GTC are governed exclusively by the laws of the Federal Republic of Germany and shall be interpreted in accordance with these laws, regardless of conflict of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The courts of Hamburg shall have exclusive jurisdiction to settle any disputes arising out of or in connection with these GTC.