General Terms and Conditions of Delivery and Payment of DELIUS GMBH & CO. KG

I. General

1. Our deliveries and services shall be provided exclusively on the basis of the following terms and conditions. This shall also apply to all future transactions of this type, even if these terms and conditions have not been specifically referred to in individual cases.
2. The terms and conditions of purchase or other terms and conditions of our contractual partner - hereinafter referred to as the Customer - are hereby expressly rejected. We shall not be bound by them even if we do not expressly object to them upon conclusion of the contract.

II. offers

1. Our offers are subject to change.
2. Information provided by our representatives and verbal statements require our written confirmation.

III. prices

1. All prices are exclusive of all taxes and customs duties. Unless otherwise agreed, prices are ex domestic works [EXW Bielefeld] excluding packaging and freight.
2. If a delivery period of more than four months has been agreed, we shall be entitled to pass on to the customer any cost increases for material, production, assembly, personnel, delivery or similar that have occurred in the meantime due to price increases to a corresponding extent.

IV. Delivery time/delivery

1. The stated delivery times are only approximate. Fixed-date transactions must be expressly agreed.
2. The right to correct and timely self-delivery is reserved. We shall not be liable for delayed, omitted or non-contractual deliveries caused by our suppliers, unless we are at fault. We shall inform the customer immediately of such hindrances.
3. In the event of delays in delivery due to force majeure, riots, strikes, lockouts, raw material shortages or operational disruptions for which we are not responsible, including at our suppliers, the delivery time shall be extended by at least the period until the disruption has been rectified, insofar as the disruption affects the production or delivery of the delivery item. We shall inform the customer immediately of the beginning and end of such hindrances. The customer and we also have the right to withdraw from the contract in whole or in part in the event of permanent operational disruptions due to force majeure, riots, strikes, lockouts, exhaustion of raw materials or operational disruptions for which we are not responsible or in the event that we are not supplied by our suppliers through no fault of our own, to the exclusion of any claims for compensation. Any services rendered shall be reimbursed immediately in the event of withdrawal. The contractual partner who intends to withdraw from the contract in accordance with the above provisions must give two weeks' notice. Permanent operational disruptions in the above sense can be assumed if the disruption lasts longer than five weeks.
4. Claims for damages from the point of view of delay in delivery can only be asserted under the conditions of Section V.2.
5. Reasonable partial deliveries are permitted. Partial deliveries shall be invoiced at the value of the partial delivery and shall be paid by the Customer in accordance with Section VIII.1 below.
6. The transport risk shall in any case be borne by the Customer, even if we deliver free domicile in exceptional cases.
7. Excess or short delivery of up to 10% of the order quantity shall be permitted.

V. Warranty rights, compensation for damages

1. Insofar as we are obliged to provide subsequent performance, this shall be carried out at our discretion by rectification or subsequent delivery. § Section 377 HGB remains unaffected. This means in particular that any complaint is excluded if the goods have been further processed, e.g. cut to size, despite obvious defects. Minor, technically unavoidable deviations in quality, color, width, weight, finish or design do not constitute defects. This also applies to customary deviations, unless we have agreed to a delivery true to sample. Replaced parts shall become our property. In the event of rectification of defects, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a location other than the contractually stipulated location. In addition, the customer shall be entitled to further statutory claims for withdrawal from the contract and reduction of the purchase price, insofar as the statutory requirements for this are fulfilled. Claims for damages shall exist exclusively in accordance with the following provisions.
2. In the event of culpable breach of a material contractual obligation (so-called cardinal obligation), we shall be liable for damages, but the amount shall be limited to the typically occurring and foreseeable damage, unless otherwise stipulated below. Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely, as well as those whose breach jeopardizes the achievement of the purpose of the contract. The customer shall be entitled to claims for damages against us in accordance with the statutory provisions without restriction in the statutory amount if these

a. are based on injury to life, body or health and they are caused by an intentional or negligent breach of duty by us, one of our legal representatives or vicarious agents or

b. are based on an intentional or grossly negligent breach of duty by us, one of our legal representatives or vicarious agents or on fraudulent intent or

c. are based on the Product Liability Act or

d. they are based on the breach of an obligation arising from an assumed procurement risk or an assumed guarantee.

Further claims for damages against us, our legal representatives and vicarious agents as well as assistants are excluded, regardless of the legal grounds on which they are based. The statutory burden of proof shall apply. VI Limitation of claims for defects

Claims of the customer due to material defects shall become time-barred after one year, unless

1. the goods delivered by us are an item which has been used for a building in accordance with its normal use and which has caused its defectiveness or
2. the claims are subject to Section 479 BGB or
3. the defect is based on an intentional or fraudulent breach of duty by us or our legal representatives or our vicarious agents.

In cases 1 to 3 and for claims for damages, the statutory limitation periods shall apply. The same shall apply to claims based on a guarantee assumed by us or a procurement risk assumed by us. The statutory provisions on suspension, suspension of expiry and recommencement of the limitation period shall apply.

VII Retention of title

1. we reserve title to all goods delivered by us (reserved goods) until the purchase price has been paid in full and until all our claims arising from the business relationship, regardless of the legal basis and also from contracts concluded at a later date, have been paid.2. the customer is entitled to process and resell the reserved goods in the ordinary course of business as long as he is not in default with the fulfillment of his obligations to us or ceases his payments. The following applies in detail:

a. The processing or transformation of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of Section 950 BGB, without any obligation on our part. The customer shall not acquire ownership of the new item by processing or transforming the reserved goods. If the goods subject to retention of title are processed, mixed, blended or combined with other items, we shall acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our goods subject to retention of title to the total value. The provisions applicable to the goods subject to retention of title shall apply accordingly to the co-ownership shares arising in accordance with the above provisions.

b. The customer hereby assigns to us the claims arising from the resale or other sales transactions, such as contracts for work and services, together with all ancillary rights, also pro rata to the extent that the goods subject to retention of title have been processed, mixed or blended and we have acquired co-ownership in the amount of our invoice value or the goods have been permanently installed. Insofar as the goods subject to retention of title are processed, mixed, blended or permanently installed, we shall be entitled to a first-ranking fraction of the respective claim from the resale corresponding to the ratio of the invoice value of our goods subject to retention of title to the invoice value of the item; if the goods subject to retention of title are sold by the customer together with other goods not supplied by us, the customer hereby assigns to us a first-ranking share of the claim from the resale in the amount of the invoice value of our goods subject to retention of title. If the customer has sold this claim within the framework of genuine factoring, he hereby assigns to us the claim against the factor that takes its place. If the claim from the resale is placed by the customer in a current account relationship with its customer, the customer hereby assigns its claims from the current account relationship to us in the amount of the invoice value of the goods subject to retention of title.

c. We hereby accept the above assignments. d. The customer shall only be entitled to resell the goods if he also reserves ownership until full payment of his claim from the resale. e. The customer is entitled to collect the claims assigned to us until we revoke this authorization. The collection authorization shall expire in the event of revocation, which shall take place in the event of default of payment by the customer or suspension of payment by the customer or in the event of a significant deterioration in the financial circumstances of the customer which jeopardizes our claim. In this case, we are authorized by the customer to inform the customers of the assignment and to collect the claim ourselves.

f. Upon request, the customer shall be obliged to provide us with a precise list of the claims to which the customer is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc. and to provide us with all information and documents necessary for the assertion of the assigned claims and to allow us to verify this information. g. Pledges or transfers by way of security of the reserved goods or the assigned claims are not permitted. We must be informed immediately of any pledges, stating the pledgee.
 

3. if the value of the securities to which we are entitled exceeds our total claim against the customer by more than 10%, we shall be obliged to release them to this extent at the customer's request.
 

4. the customer shall store the reserved goods for us free of charge. He must insure them against the usual risks such as fire, theft and water to the usual extent. The customer hereby assigns to us its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the aforementioned type in the amount of our claims. We accept the assignment. VIII. Payment/prohibition of set-off/right of retention

1. Our invoices shall be payable immediately and without deduction. This shall also apply to invoices for partial deliveries in accordance with Section IV.5. Any discount deductions not agreed shall be inadmissible. If a cash discount has been agreed, the invoice date shall be deemed to be the beginning of the discount period in the absence of a special agreement. The discount period shall be deemed to have been complied with if the full amount owed has been credited to our account by the last day of the discount period at the latest.
2. In the event of default in payment, the Customer shall pay default interest in the amount of 12%, but at least in the amount of the statutory interest rate pursuant to Section 288 BGB. Insofar as the interest pursuant to sentence 1 exceeds the statutory interest rate, the Customer shall be free to prove that damage caused by default has not occurred or has not occurred in this amount. We reserve the right to assert higher damages caused by default.
3. If the Customer is in default with a payment - for whatever legal reason - all claims against the Customer shall become due immediately.
4. If there is a significant deterioration in the Customer's financial circumstances which jeopardizes our claim, we shall be entitled to demand advance payment or appropriate security. This shall also apply if we only become aware of such circumstances existing prior to the conclusion of the contract at a later date. If the advance payment or the provision of security is not made within the grace period despite a reminder and the setting of a reasonable grace period, we shall be entitled to withdraw from the contract and to claim damages for non-performance.
5. Offsetting by the customer with counterclaims shall be excluded unless the counterclaims are undisputed or have been legally established. The assertion of a right of retention by the Customer is excluded, unless it is based on the same contractual relationship, § 320 BGB or the counterclaims are undisputed or have been legally established.

IX. Place of performance/jurisdiction

1. The place of performance shall be our registered office.
2. The place of jurisdiction shall be Bielefeld if the Customer is a merchant or a legal entity under public law or a special fund under public law or if the Customer does not have its own general place of jurisdiction in Germany. We shall also be entitled to assert claims against the Customer at its general place of jurisdiction.

X. Applicable law

The contractual relationship between us and the Customer shall be governed by substantive German law as between two parties domiciled in Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

As of January 2018