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Terms and conditions

delivery- and sales conditions

1.   General remarks, scope of application, and written form requirement

1.1. These General Business and Delivery Conditions (GBCs) apply to all of our 
     business relations with our customers, insofar as these businesses 
     (§ 14 BGB) are legal persons under public 
     law or special funds under public law (hereinafter: “ordering parties”).

1.2. Our GBCs particularly apply to contracts on sales and delivery of movable 
     items (“products”) without regard to whether we purchase the products from 
     suppliers or manufacture them ourselves (§§ 433, 651 BGB). In their current 
     version, our GBCs also apply as a framework agreement for future contracts 
     regarding our products with the same ordering party, without our having to 
     specify them in each individual case; we will immediately inform the 
     ordering party if our GBCs change.

1.3. Our GBCs apply exclusively. Deviating, contradictory or supplementary 
     general business conditions of the ordering party become part of a contract 
     insofar as we explicitly consent to their applicability. In any case, this 
     consent requirement also applies, for example, if we unconditionally deliver 
     with knowledge of the ordering party’s general business conditions.

1.4. Individual agreements made with the ordering party in individual cases 
     always have priority over our GBCs.

1.5. Unilateral declarations and announcements submitted to us by the buyer 
     after contract conclusion (such as deadlines, defect announcements, 
     declaration of withdrawal or reduction) must be in written form to be valid.

1.6. References to the validity of legal provisions are only explanatory in 
     nature. Even without such a clarification, the legal provisions 
     therefore apply insofar as these GBCs are not directly modified or 
     excluded.

2.   Contract formation

2.1. Our offers are subject to alteration and are nonbinding.

2.2. The order from the ordering party is a binding contractual offer. We can 
     declare acceptance of these offers either explicitly (e.g. through an 
     order confirmation) or implicitly (e.g. by delivering the products to 
     the ordering party).

2.3. We accept only contracts with a minimum net goods value of EUR 100.00.

3.   Delivery deadline and delivery delay

3.1. The delivery deadline is individually agreed upon.

3.2. Delivery delay is determined according to legal regulations. Except for 
     legal exceptions, a reminder by the ordering party is required.

4.   Delivery, transfer of risk and default in acceptance

4.1. Partial deliveries are permissible insofar as they are reasonable for the 
     ordering party.

4.2. Delivery occurs at the place of fulfillment (Incoterms 2010: EXW).

4.3. At the request and cost of the ordering party, the products will be sent 
     to a location other than the place of fulfillment (sale by dispatch). We 
     determine the type of shipment (especially transport company, shipping 
     route, packaging) at our reasonable discretion, taking into account 
     reasonable instructions from the ordering party.

4.4. Obtaining insurance, especially transport insurance, is the ordering 
     party’s matter. At the request and cost of the ordering party, we 
     insure products against transport damage.

4.5. The risk of accidental loss or accidental deterioration of the products 
     transfers to the  ordering party no later than upon handover. With sale 
     by dispatch, the risk of accidental loss or accidental deterioration of 
     the products, and the risk of delay, transfers to the forwarder, the 
     carrier or other person or institution specified for carrying out the 
     shipment. The handover is equivalent if the ordering party late in 
     acceptance.

4.6. If the ordering party is late in acceptance, fails to cooperate or 
     delays our performance for other reasons attributable to the ordering 
     party, we have the right to demand compensation for the resulting 
     damages, including additional expenses (such as storage costs).

5.   Prices and additional costs

5.1. Unless otherwise agreed in the individual case, the prices from the 
     place of fulfillment given in price lists valid at the time of contract 
     conclusion apply (Incoterms 2010: EXW), plus legally applicable VAT.

5.2. With sale by dispatch (§ 4 para. 3), the ordering party bears the 
     transport costs from the place of fulfillment and the costs of any 
     transport insurance the ordering party wants.

5.3. Insofar as transport packaging and all other packaging according to 
     the packaging ordinance are not explicitly contained in the agreed-upon 
     price, we calculate them at cost. We do not take packaging back — 
     it becomes the property of the ordering party.

6.   Payment conditions, arrears, compensation, retention and withdrawal 
     due to lack of performance by the ordering party.

6.1. The purchase price is due within 30 days after product delivery. For 
     on-time payment, receipt of payment to our account is decisive. Any 
     agreements on prepayment in individual cases must be observed.

6.2. Once the payment deadline has expired, the ordering party is in arrears. 
     While in arrears, the purchase price is subject to interest at the 
     applicable legal interest rate on arrears. In addition, in the event 
     of arrears, enforcement of a lump sum of EUR 40.00 — according 
     to § 288 Abs. 5 BGB applies. We reserve the right to enforce further 
     damages due to arrears. Moreover, our existing legal claims due to 
     arrears, especially the possibility of withdrawing from the contract 
     according to legal regulations, remains unaffected.

6.3. Agreed discount payments assume that all previous due invoices have 
     been settled.

6.4. The ordering party has rights to compensation or retention only insofar 
     as his claim has been legally established, is undisputed and we have 
     acknowledged it. He is also entitled to exercise his right to retention 
     insofar as his counter-claim is based on the same contractual 
     relationship.

6.5. If, after conclusion of the contract, it becomes apparent that our 
     claim to the purchase price is in jeopardy due to lack of performance 
     by the ordering party (such as through a petition to initiate insolvency 
     proceedings), we have the right according to the legal regulations to 
     refuse performance and to withdraw from the contract according to § 321 BGB.

7.   Retention of title

7.1. We retain ownership of the sold products until complete payment of all 
     our current and future claims from the purchase contract and an ongoing 
     business relationship (secured claims).

7.2. The products subject to retention of title must not be mortgaged to third
     parties or assigned as collateral before complete payment of the secured 
     claims. The ordering party must immediately notify us in writing if and 
     insofar as a third party gains access to the products that belong to us.

7.3. In the event of breach of contract by the ordering party, especially upon 
     failure to pay the purchase price due, we have the right, according to 
     legal regulations, to withdraw from the contract and to demand the products 
     back based on retention of title.

7.4. The ordering party is authorized to dispose of the products subject to 
     retention of title in the ordinary course of business. In this case, the 
     following additional provisions apply:

      a) In the event of receivables against third parties from resale of the 
         goods, the ordering party assigns the entirety to us as a security. We 
         accept the assignment. The obligations of the ordering party mentioned 
         in paragraph 2 of this section also apply to the assigned receivables.

      b) The ordering party is empowered to collect the receivable in addition 
         to us. We agree not to collect the receivable as long as the ordering 
         party meets his payment obligations to us, does not go into arrears, 
         no petition to initiate insolvency proceedings is submitted, and there 
         is no other deficiency in his ability to perform. If this is the case, 
         however, we can demand that the ordering party notify us of the assigned 
         receivables and their borrowers, provides all information necessary 
         for collection, hands over the associated documents, and notifies the 
         borrower (third party) of the assignment.

      c) If the realizable value of the securities exceeds our claims by more 
         than 10%, we will release securities of our choice at the request of 
         the ordering party.

8.   Condition of products, defect notification, defect inspection, ordering 
     party’s defect claims, and return of defect-free products

8.1. For the rights of the ordering party for material and legal deficiencies, 
     the legal regulations apply, unless otherwise specified below. In all cases, 
     the special legal regulations on final delivery of the products to a consumer 
     (supplier recourse under §§ 478, 479 BGB) remain unaffected unless they are 
     explicitly alterable by mutual agreement.

8.2. The basis of our liability for defects is the properties, features and 
     intended use of the products according to our issued product description, 
     which is the objective of our contract with the ordering party. Unless 
     otherwise agreed in individual cases, all information on dimensions, weights, 
     descriptions and illustrations in prospectuses, catalogs or pricelists 
     associated with the products or our offerings are to be understood neither 
     as statements of quality, as assurance of a quality or property, nor as 
     issuance of a guarantee. Commercially typical or technically unavoidable 
     minor deviations from the product description regarding assortment, quality, 
     color, width, weight, equipment or design of the products that do not impair 
     the agreed intended use do not represent defects.

8.3. The ordering party must make written notification of obvious defects 
     (including wrong and incomplete delivery) within two weeks, whereby timely 
     dispatch of the notification is sufficient to meet the deadline. If the 
     ordering party fails to perform proper inspection and/or notification of 
     defects, we are not liable for the defects not notified.
     
     Moreover, defect claims by the ordering party in the commercial legal 
     transaction assume that he has met his obligation to inspect and submit 
     notices for defects (§§ 377, 381 HGB).

8.4. For inspecting the goods, the ordering party is obligated to open the 
     transport packaging, the repackaging and product packaging only to the 
     necessary extent after delivery. If the ordering party complains about a 
     defect, he must provide the products to us for inspection purposes. The 
     ordering party is not authorized to send back products subject to complaint 
     without being asked. Instead, we will collect them within a reasonable time, 
     at our own risk and cost, after the complaint has been made. The goods must 
     be provided in an appropriate manner, in the original packaging, if possible. 
     We are entitled to examine the complaint on site. If this was wrongly made, 
     our return obligation is cancelled. Reasonable costs for the trip must be 
     reimbursed. If, after taking back the products, we find that the defect 
     complaint is unjustified, we deliver the products back at the ordering 
     party’s risk and expense. We are entitled to demand payment for the transport 
     costs we incur from the return, the cost of new delivery, and the costs we 
     incur for inspecting and processing the defect complaint. Our claim to payment 
     of the purchase price remains unaffected by this. 
     If the ordering party returns the products to us unsolicited, we have the right 
     to refuse to accept the products. If we accept the products for inspection and 
     find that the defect complaint is unjustified, we will return the products at 
     the ordering party’s risk and expense. We are entitled to demand the cost of 
     return delivery and the costs we incur for inspecting and processing the defect 
     complaint. Our claim to payment of the purchase price remains unaffected by this.

8.5. In exceptional cases, if we accept defect-free products without acknowledgement 
     of legal obligation, we can claim restorage charges as follows:

      a) for full packaging units of salable goods: 10% of the net value, no less 
         than €20.00

      b) for fractional quantities of salable goods: 20% of the net value, no less 
         than €30.00

      c) for non-salable goods: 50% of the net value plus the reasonable cost of 
         restoring them to salable condition. If the products are already with us 
         for inspection purposes, the ordering party has the option to demand return 
         delivery as specified in paragraph 5 above.

8.6. If our product is defective, we can first choose whether to provide supplementary 
     performance by eliminating the defect (repair) or by delivering defect-free goods 
     (replacement).

8.7. We are entitled to make the owed supplementary performance contingent upon the 
     ordering party paying the purchase price due. However, the ordering party is 
     entitled to retain a portion of the purchase price in relation to the defect.

8.8. If the supplementary performance fails, or a reasonable deadline set by the 
     ordering party for supplementary performance expires without result, or is 
     dispensable according to legal regulations, the ordering party can withdraw 
     from the purchase contract or reduce the purchase price in keeping with the 
     legal regulations.

8.9. Claims by the ordering party for damages compensation or remuneration of 
     futile expenses apply according to § 10 of these GBCs, but are otherwise excluded.
9.   Product information, further product processing and recalls

9.1  We inform the ordering party within our informational obligations regarding
     our products. Moreover, upon request, the ordering party receives all
     information we have about the products we distribute. In particular, upon
     request, we comprehensively inform the ordering party about our products’
     suitability for the intended use.

9.2. Our products are only intended for professional (commercial or industrial)
     use. If the ordering party wants to sell these products himself or through
     retail to end consumers, he must inform us ahead of time as to whether the
     products are fully usable by end consumers. In cases where our products are
     explicitly intended for leisure use (by end consumers), they are suitable
     only for this purpose.

9.3. Further processing of our products is permissible only within the scope of
     their suitability and in consideration of their intended use. This
     particularly applies to body protection and work safety products that
     comply with specific standards, certifications or other technical
     specifications that apply even after further processing. When in doubt,
     the ordering party must request information from us as to whether the
     intended further processing is permissible. Otherwise, we cannot be held
     responsible if further processing renders our products noncompliant with
     a specific standard, certification, other technical specification or in
     any other way no longer possessing the agreed-upon quality. For purposes
     of clarification, we further point out that the ordering party voids all
     defect rights if he proceeds with further processing of the product
     despite a defect that he must report according to § 8 para. 3 of these
     GBCs. To this extent, we are not responsible for uselessly spent further
     processing costs by the  ordering party. The legal regulations on
     contributory negligence remain unaffected.

9.4. For recalls related to product safety, the ordering party will assist us
     in an appropriate manner and to the necessary reasonable extent.

10.  Liability

10.1. Unless otherwise stated in these GBCs, including the provisions below,
      we are not liable for breach of contractual or noncontractual obligations
      under the relevant legal regulations.

10.2. Regardless of the legal grounds, we are bear unlimited liability for
      compensation of damages due to intent or gross negligence. For simple
      negligence, we are liable only

              a) for damages resulting from harm to life, limb or health,

              b) for damages due to significant breach of contractual obligation
                 (an obligation that makes proper execution of the contract
                 possible and in whose compliance the contracting parties
                 regularly trust in and can trust in). In this case, however,
                 our liability is limited to compensation for foreseeable,
                 typically occurring damages.

10.3. The liability limitation under paragraph 2 of this section does not
      apply insofar as we have maliciously concealed a defect or have assumed 
      guarantee of the quality of the products. The same applies to the
      ordering party’s claims under the product liability act.

11.   Statute of limitations

11.1. In deviation from § 438 para. 1 No. 3 BGB, the general limitation deadline
      for claims due to material and legal defects — regardless of the legal
      reason — is one year from delivery. This does not apply to claims

                a) in cases of intent or gross negligence,

                b) based on harm to life, body or health and

                c) due to breach of a significant contractual obligation within
                   the meaning of § 10 para. 2 b) of these GBCs.

       Furthermore, the legal regulations for material surrender claims by third
       parties (§ 438 para. 1 No. 1), for fraud (§ 438 para. 3 BGB) claims due
       to supplier regress upon final delivery to a consumer (§ 479 BGB) and the
       statute of limitations in the product liability act.

12.   Advertising and intellectual property rights

12.1. If the ordering party resells our products, he is obligated to engage in
      advertising the products only in an appropriate form. The ordering party
      is advised that incorrect feature-related advertising may prompt warranty
      claims against us by third parties. The ordering party therefore agrees
      to release us from the consequences of such advertising and to compensate
      us for damages arising from breach of this obligation.

12.2. The aforementioned obligation does not apply insofar as the advertising
      uses images and text that have received our prior explicitly consent.

12.3. We retain the copyright or user rights to advertising materials that we
      have provided and also to our catalog and parts thereof (particularly
      illustrations). The ordering party is entitled to use these sources only
      with our explicit prior consent and receives no separate rights of his
      own to them. The consent can be revoked at any time. Insofar as revocation
      is based on breach of obligation by the ordering party, the revocation
      applies only to the future.

13.  Data storage

     The ordering party explicitly consents to our storing and processing his
     data within a data processing system to the degree commercially necessary
     and within the framework of the federal data protection act.

14.  Choice of law, jurisdiction and place of fulfillment

14.1. Insofar as the ordering party is a merchant, a legal person under public
      law, or a special fund under public law, our headquarters is the
      jurisdiction for all disputes arising from or in relation to this
      contractual relationship. However, we have the right to sue the ordering
      party in his home jurisdiction.

14.2. The laws of the Federal Republic of Germany apply. The UN Convention on
      Contracts for the International Sale of Goods is excluded.

14.3. Unless otherwise stated in the order confirmation, the place of business
      is the place of fulfillment.

 

Buchholz, March 31, 2017


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