§ 1 Scope, Form

(1) These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (buyers). The GTC only apply if the buyer is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law, or a special public fund.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (products), regardless of whether we manufacture the products ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code). Unless otherwise agreed, the GTC in the version valid at the time of the buyer's order or at least in the version last communicated to the buyer in written form shall be deemed a framework agreement also for similar future contracts, without us having to refer to them again in each individual case.

(3) Our GTC apply exclusively. Any conflicting, contradictory, or supplementary general terms and conditions of the buyer shall only become part of the contract to the extent that we have expressly agreed to their validity. This requirement for consent applies in any case, for example, even if the buyer refers to their own terms and conditions in the order and we do not expressly object to them.

(4) Individual agreements (e.g., framework delivery contracts, quality assurance agreements) and provisions in our order confirmation shall take precedence over the GTC. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of the conclusion of the contract.

(5) Legal declarations and notices by the buyer relating to the contract (e.g., setting deadlines, defect notices, withdrawal, or reduction) must be made in writing. Within the meaning of these GTC, written form includes written and electronic form (e.g., letter, email, fax). Statutory formal requirements and other evidence, particularly in case of doubt about the legitimacy of the declarant, shall remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply, unless they are directly modified or expressly excluded in these GTC.

§ 2 Conclusion of Contract

(1) Our offers are non-binding and subject to change. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents - even in electronic form - for which we reserve ownership and copyright.

(2) The buyer's order constitutes a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer upon receipt.

(3) Acceptance can be made either in writing (e.g., by order confirmation) or by delivering the goods to the buyer.

(4) The buyer must purchase at least 2 lots per style of goods for each individual order. There is a minimum order value of EUR 1,000.00 for so-called smaller buyers (up to 10 employees and a maximum of 2 retail stores/locations) and EUR 5,000.00 for so-called larger buyers (e.g., companies of the KaDeWe Group or comparable companies).

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period or delivery timeframe is individually agreed upon or specified by us upon acceptance of the order (e.g., in the order confirmation). If this is not the case, the delivery period is approximately 8 weeks from the conclusion of the contract. The delivery period for any subsequent delivery is usually 4-6 weeks.

(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the service), we will inform the buyer immediately and provide the estimated new delivery period. If the service is still unavailable within the new delivery period, we are entitled to partially or completely withdraw from the contract; any consideration already provided by the buyer will be promptly refunded. Unavailability of the service occurs, for example, in the event of untimely supply by our supplier, if we have entered into a congruent covering transaction, in case of other disruptions in the supply chain due to force majeure, or if we are not obliged to procure the goods in question.

(3) The occurrence of our delay in delivery is determined by the statutory provisions. In any case, a reminder from the buyer is necessary. If we are in delay with the delivery, the buyer may demand lump-sum compensation for their delay damages. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total no more than 5% of the delivery value of the delayed goods. We reserve the right to provide evidence that the buyer has suffered no damage or significantly less damage than the aforementioned lump sum.

(4) The buyer's rights pursuant to § 8 of these terms and conditions and our statutory rights, especially in case of exemption from the obligation to perform (e.g., due to impossibility, especially force majeure such as a pandemic), or unreasonableness of performance and/or subsequent performance, remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery is made from the warehouse, which is also the place of performance for delivery and any subsequent performance. Upon the buyer's request and at their expense, the goods will be shipped to a different destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the transport company, route, packaging) at our discretion.

(2) The risk of accidental loss or deterioration of the goods passes to the buyer at the latest upon handover. However, in the case of a sale by dispatch, the risk of accidental loss or deterioration of the goods and the risk of delay already pass to the buyer upon delivery of the goods to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment. If acceptance has been agreed upon, it is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance. Acceptance or the equivalent occurs if the buyer is in default of acceptance.

(3) We will notify the buyer (text form sufficient) as soon as the goods are ready for delivery. Upon receipt of the notification, the buyer has seven (7) working days to confirm receipt of the goods (text form sufficient). If the buyer is in default with the confirmation notification according to the preceding sentence, the buyer is also in default of acceptance.

(4) If the buyer is in default of acceptance (especially also due to § 4 (3) of these terms and conditions), fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). For this purpose, we calculate a flat-rate compensation of EUR 10.00 per calendar day, starting from the delivery period or - in the absence of a delivery period - from the notification of the goods' readiness for shipment according to § 4 (3) sentence 1 of these terms and conditions.

Proof of higher damage and our statutory claims (especially compensation for additional expenses, appropriate compensation, termination) remain unaffected; however, the lump sum is to be credited against further monetary claims. The buyer is permitted to provide evidence that no damage or significantly less damage than the aforementioned lump sum has been incurred by us.

§ 5 Prices and Payment Conditions

(1) Unless otherwise agreed in individual cases, our current prices at the time of contract conclusion apply, ex warehouse, plus applicable value-added tax.

(2) In the case of sales involving shipment (§ 4 (1) ABV), the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. If we do not invoice the actual transport costs incurred in individual cases, a flat-rate transport cost of EUR 15.90 (excluding transport insurance) is deemed agreed upon. Any customs duties, fees, taxes, and other public charges are borne by the buyer. The transport costs from the warehouse are waived for a delivery value exceeding EUR 2,500.00.

(3) The purchase price is due and payable within 14 days from the invoice date and delivery or acceptance of the goods. The complete purchase price is to be paid by bank transfer or PayPal. However, even within an ongoing business relationship, we are entitled to make a delivery only against prepayment. We will communicate this reservation no later than with the order confirmation. For an initial order (buyer placing an order with us for the first time), a down payment of 30% of the delivery value is always required.

(4) If the buyer is in default of payment (especially also due to § 4 (3) of these terms and conditions) and fails to cooperate or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., legal and collection costs), as provided by statutory provisions. Our claim for commercial default interest (§ 353 HGB) against merchants remains unaffected.

(5) The buyer is entitled to set-off or retention rights only to the extent that their claim has been legally established or is undisputed. In the case of delivery defects, the buyer's counterclaims, in particular according to § 7 (6) sentence 2 of these terms and conditions, remain unaffected.

(6) If it becomes apparent after contract conclusion (e.g., through an application for the opening of insolvency proceedings) that our claim for the purchase price is at risk due to the buyer's lack of financial capability, we are entitled, in accordance with the statutory provisions, to refuse performance and, if necessary, after setting a deadline, to withdraw from the contract (§ 321 BGB). In contracts for the manufacture of unique items, we can declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

(7) The buyer may not cancel an order accepted by us according to § 2 (2) ABV without our consent, either in whole or in part. The buyer's rights according to § 7 ABV remain unaffected. If we agree to cancel the order, we are entitled to charge a cancellation fee equal to 50% of the delivery value. Any advance payment made is forfeited to our benefit. If the buyer's customer account is more than 90 days overdue, we are entitled, at our discretion, to withdraw from all existing orders of the buyer and demand a cancellation fee equal to 50% of the delivery value.

§ 6 Retention of Title

(1) Until full payment of all our current and future claims arising from the purchase agreement and an ongoing business relationship (secured claims), we reserve the right to ownership of the sold goods.

(2) The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The buyer must promptly notify us in writing if an application for the opening of insolvency proceedings is filed or if third-party actions (such as seizures) are taken against the goods owned by us.

(3) In the event of the buyer's contractual breach, especially in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract and/or demand the return of the goods based on the retention of title, in accordance with statutory provisions. The demand for return does not automatically constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods while reserving the right to withdraw. We may exercise these rights only if the buyer has previously been given an appropriate payment deadline without success or if such a deadline is dispensable under statutory provisions.

(4) The buyer is authorized, until revoked in accordance with the following sub-paragraph (c), to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following additional provisions apply.

(a) The retention of title extends to the products resulting from the processing, mixing, or combining of our goods, up to their full value, with us being regarded as the manufacturer. If the ownership rights of third-party goods remain in effect after processing, mixing, or combining, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same provisions apply to the resulting product as to the goods delivered under retention of title.

(b) The buyer hereby assigns to us, as security, all claims arising from the resale of the goods or products, in their entirety or up to the amount of our possible co-ownership share, as per the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 also apply with regard to the assigned claims.

(c) The buyer remains authorized, in addition to us, to collect the receivables. We undertake not to collect the receivables as long as the buyer fulfills their payment obligations towards us, is not in default, and we do not assert the retention of title by exercising a right as per paragraph 3. However, if this is the case, we may demand that the buyer disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the buyer's authorization to further resell and process the goods subject to retention of title.

(d) If the realizable value of the collateral exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

§ 7 Buyer's Warranty Claims

(1) The statutory provisions shall apply to the buyer's rights in case of defects in quality and title (including incorrect and partial delivery), unless otherwise specified below. The statutory provisions on consumer goods purchases (Sections 474 et seq. of the German Civil Code) and the buyer's rights under separately issued warranties remain unaffected in all cases.

(2) The basis of our liability for defects primarily depends on the agreement regarding the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications that form part of the individual contract or were publicly announced by us (particularly in catalogs or on our website) at the time of the conclusion of the contract shall be considered as agreements on the quality. If no agreement has been made regarding the quality, it shall be determined according to the statutory provisions whether a defect is present or not (Section 434(3) of the German Civil Code). In this respect, any public statements made by the manufacturer or their representatives, especially in advertising or on the label of the goods, take precedence over statements made by other third parties.

(3) We are generally not liable for defects that the buyer was aware of or negligently unaware of at the time of the conclusion of the contract (Section 442 of the German Civil Code). Furthermore, the buyer's warranty claims require them to fulfill their legal obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code). In the case of building materials and other goods intended for installation or further processing, an inspection must always be carried out immediately before processing. If a defect becomes apparent upon delivery, inspection, or at any later point, immediate written notice must be given to us. In any case, obvious defects must be reported in writing within five (5) working days from delivery or handover, and non-apparent defects discovered during inspection must be reported within the same period from their discovery. If the buyer fails to conduct a proper inspection and/or report a defect, our liability for the defect that has not been or not timely or not properly reported shall be excluded in accordance with the statutory provisions.

(4) If the goods are defective, we may initially choose whether to remedy the defect (rectification) or deliver goods free from defects (replacement). If the type of remedy chosen by us is unreasonable for the buyer in individual cases, they may refuse it. Our right to refuse remedy under the statutory conditions remains unaffected.

(5) We are entitled to make the provision of owed remedy conditional upon the buyer's payment of the purchase price due. However, the buyer is entitled to withhold a reasonable portion of the purchase price in proportion to the defect.

(6) The buyer must provide us with the necessary time and opportunity for the owed remedy, particularly by handing over the contested goods for inspection purposes. In the case of replacement delivery, the buyer must return the defective goods to us in accordance with the statutory provisions upon our request; however, the buyer has no right to demand the return.

(7) We bear or reimburse the necessary expenses, particularly transportation, travel, labor, and material costs, as well as any costs for disassembly and reinstallation, in accordance with the statutory provisions and these General Terms and Conditions, if a defect actually exists. However, if the buyer knew or could have recognized that there was no defect, we may demand reimbursement of the costs incurred from the unjustified request for defect rectification.

(8) In urgent cases, such as when operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect themselves and demand reimbursement of the objectively necessary expenses from us. We must be notified immediately, if possible in advance, of such self-performance. The right to self-performance does not apply if we are entitled to refuse the corresponding remedy according to legal provisions.

(10) If a reasonable deadline set by the buyer for the remedy has expired without success or is dispensable according to legal provisions, the buyer may, according to legal provisions, withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, the right to withdraw does not apply.

(11) Claims by the buyer for reimbursement of expenses under Section 445a (1) of the German Civil Code are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 of the German Civil Code) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 paragraph 5, 327u of the German Civil Code). Claims by the buyer for damages or reimbursement of futile expenses (Section 284 of the German Civil Code) in case of defects in the goods only exist in accordance with the provisions of the following Sections 8 and 9.

§ 8 Other Liability

(1) Unless otherwise specified in these Terms and Conditions, including the following provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) We are liable for damages – regardless of the legal basis – in cases of intent and gross negligence under the principles of fault-based liability. In cases of ordinary negligence, we are liable, subject to legal limitations of liability (e.g., care in our own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body, or health,

b) for damages resulting from a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on which the contracting party regularly relies or can rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

(3) The liability limitations resulting from paragraph 2 also apply to third parties and in the event of breaches of duty by persons (also to their benefit) for whose fault we are responsible under statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed, nor do they apply to claims by the buyer under the Product Liability Act.

(4) In the case of a breach of duty that does not constitute a defect, the buyer may only withdraw or terminate the contract if we are responsible for the breach of duty. The buyer's right to terminate the contract at will (in particular, according to Sections 650, 648 of the German Civil Code) is excluded. In all other respects, the statutory requirements and legal consequences apply.

§ 9 Statute of Limitations

(1) Contrary to Section 438 (1) No. 3 of the German Civil Code, the general limitation period for claims arising from defects in quality and title is one year from delivery or transfer. If acceptance has been agreed upon, the limitation period begins with acceptance. Other statutory special provisions regarding limitation periods (in particular, Section 438 (1) No. 1, (3), Sections 444, 445b of the German Civil Code) remain unaffected.

(2) The above limitation periods of the Sales Law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation periods (Sections 195, 199 of the German Civil Code) would result in a shorter limitation period in individual cases. Claims for damages by the buyer under Section 8 (2) Sentences 1 and 2 (a), as well as under the Product Liability Act, exclusively expire according to the statutory limitation periods.

§ 10 Choice of Law and Jurisdiction

(1) These Terms and Conditions and the contractual relationship between us and the buyer are governed by the laws of the Federal Republic of Germany, excluding the provisions of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG) or UNCITRAL.

(2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special public fund, our place of business in Munich shall be the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code. However, in all cases, we are also entitled to file a lawsuit at the place of performance of the delivery obligation under these Terms and Conditions or a priority individual agreement, or at the general place of jurisdiction of the buyer. Mandatory statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected.