Terms and conditions

§ 1 General information, scope of application, formal requirements and customer portal
(1) These General Terms and Conditions of Sale and Delivery (‘GTC’) apply to all our business relationships with our customers, provided that they are entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter referred to as ‘Purchasers’).

(2) Our GTCS apply in particular to contracts for the sale and/or delivery of movable goods (‘products’), regardless of whether we purchase the products from suppliers or manufacture them ourselves (§§ 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the respective order by the customer and communicated to the customer in text form or, in any case, in the version last communicated to the customer in text form shall also apply as a framework agreement for future contracts without us having to refer to them again in each individual case. 
(3) Our GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the customer without reservation in the knowledge of the customer's general terms and conditions.
(4) Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over our GTCS. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
(5) Unilateral declarations and notifications to be made to us by the customer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declarations of withdrawal or reduction) must at least be in text form to be effective.
(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or excluded in these GTC.
(7) If we agree to use an electronically operated customer portal, in particular for the electronic exchange of business documents with a customer, we shall provide the customer with the relevant special terms of use governing the handling of the respective transactions between us and the customer. 

§ 2 Conclusion of contract
(1) Our offers are subject to change and non-binding.
(2) The ordering of products by the customer is considered a binding contractual offer. We may accept these offers either explicitly (e.g. by order confirmation) or implicitly (e.g. by delivering the products to the customer). 
(3) We only conclude contracts with a minimum net goods value of EUR 100.

§ 3 Orders and conclusion of contract in the web shop
(1) The contract can only be concluded in German. Orders should preferably be placed via the web shop.
(2) If the customer wishes to purchase a product, they must first register in the web shop. The customer can then place the desired product in the shopping basket. The customer can view the contents of the shopping basket at any time. These processes are non-binding. Products can be removed from the shopping basket at any time.
(3) If the customer wishes to purchase a product, they click on the ‘Checkout’ button. If necessary, the required data must be entered in the form. The order must then be confirmed by clicking on the ‘Submit’ button. By placing the order, the customer makes a binding offer to conclude a purchase contract with us.
(4) The presentation of the products in the online shop does not constitute a legally binding offer on our part, but rather an invitation to place an order. Therefore, no purchase contract is concluded upon receipt of the order by us. After receipt of the order, the customer will receive a non-binding notification from us, usually by email, confirming receipt of the order and giving the customer the opportunity to review the order. The customer must ensure that all electronic communications can be delivered to the email address provided. We must be notified of any changes to the email address. Electronic communications sent to the most recently provided email address shall be deemed to have been received by the customer.  
(5) A purchase contract for a product is only concluded when we accept the order by sending the customer a binding order confirmation or an email notifying them that the product will be delivered to the customer (delivery notification). At the latest, the purchase contract is concluded when the product is handed over to the customer or an employee commissioned by them.

§ 4 Delivery period and delay in delivery 
(1) The delivery period shall be agreed individually or specified in the delivery notification.
(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we shall inform the customer of this immediately and at the same time notify them of the expected new delivery deadline. If the service is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer. In particular, the following shall be deemed to be cases of non-availability of the service in this sense: late delivery by our supplier, if we have concluded a congruent covering transaction, or if neither we nor our supplier are at fault for the disruption in the supply chain.
(3) The occurrence of a delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required.
(4) The rights of the customer pursuant to § 9 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

§ 5 Delivery, transfer of risk and default of acceptance
(1) Partial deliveries are permissible provided they are reasonable for the customer.
(2) Delivery shall be made from our factory in Buchholz i.d.N. as the place of performance (Incoterms® 2020: EXW). 
(3) At the request and expense of the customer, the products shall be shipped to a location other than the place of performance (sale by delivery). We shall determine the type of shipment (in particular the transport company, shipping route, packaging) at our discretion, taking into account any reasonable instructions given by the customer. For orders with a net invoice value of EUR 750 or more, shipment within the United Kingdom shall be free of charge for the customer.
(4) The conclusion of insurance, in particular transport insurance, is the responsibility of the customer. At the request and expense of the customer, we shall insure the products against transport damage.
(5) The risk of accidental loss and accidental deterioration of the products shall pass to the customer when we have made the products available for collection. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the products as well as the risk of delay shall not pass to the customer until the products have been delivered to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. The handover shall be deemed to have taken place even if the customer is in default of acceptance.
(6) If the customer is in default of acceptance, fails to cooperate or delays our performance for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

§ 6 Prices and ancillary costs
(1) Unless otherwise agreed in individual cases, the prices stated in the currently valid price lists at the time of conclusion of the contract shall apply from the place of performance (Incoterms® 2020: EXW), plus value added tax at the applicable statutory rate.
(2) In the case of sale by delivery (§ 5 (3)), the customer shall bear the transport costs from the place of performance and the costs of any transport insurance requested by the customer. 
(3) Unless transport packaging and all other packaging are expressly included in the agreed price in accordance with the Packaging Act, we shall charge for these at cost price. We do not take back packaging; this becomes the property of the customer. 

§ 7 Terms of payment, default of payment, offsetting, retention and withdrawal in the event of the customer's inability to pay
(1) The purchase price is due and payable within 30 days of invoicing and delivery or acceptance of the products. The date on which payment is credited to our account shall be decisive for timely payment. Any agreements on advance payments in individual cases must be observed.
(2) Upon expiry of the above payment period, the customer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. In addition, in the event of default, we shall be entitled to claim a flat rate of EUR 40 in accordance with Section 288 (5) of the German Civil Code (BGB). We reserve the right to claim further damages for default.
(3) Furthermore, our statutory claims due to default in payment, in particular the possibility of withdrawing from the contract in accordance with the statutory provisions, remain unaffected.
(4) Agreed cash discounts require that all previous invoices due have been settled.
(5) The customer shall only be entitled to set-off or retention rights insofar as his claim has been legally established, is undisputed or has been recognised by us. Furthermore, he shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. In the event of defects in the products, the purchaser's counter-rights, in particular the right to retain a portion of the purchase price commensurate with the defect, remain unaffected.
(6) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the customer's inability to pay (e.g. due to an application for the opening of insolvency proceedings), we shall be entitled to refuse performance and withdraw from the contract in accordance with the statutory provisions pursuant to Section 321 of the German Civil Code (BGB).

§ 8 Retention of title
(1) We retain title to the products sold until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.
(2) The products subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The customer must notify us immediately in writing if an application is made to open insolvency proceedings against its assets or if third parties have access to the products subject to our retention of title.
(3) If the customer acts in breach of contract, in particular by failing to pay the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the products on the basis of the retention of title.
(4) The customer is authorised to dispose of the products subject to our retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
a) The purchaser hereby assigns to us as security all claims against third parties arising from the resale of the products. We accept the assignment. The obligations of the purchaser specified in § 7 (2) shall also apply with regard to the assigned claims. 
b) The customer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets their payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in their ability to pay. However, if this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the customer's authority to resell the products subject to retention of title.
c) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.

§ 9 Quality of the products, notification of defects, inspection for defects, claims for defects by the customer and return of defect-free products
(1) Unless otherwise specified below, the statutory provisions shall apply to the customer's rights in the event of material defects and defects of title. In all cases, the special statutory provisions for final delivery of the products to a consumer (special conditions for supplier recourse pursuant to Section 478, special conditions for guarantees pursuant to Section 479 BGB) and with regard to supplier recourse pursuant to Section 445a BGB (recourse of the seller) shall remain unaffected, unless these can be expressly waived.
(2) Our liability for defects is based on the properties and characteristics as well as the intended use of the products in accordance with the product description provided by us, which is the subject of our contract with the customer.
Unless otherwise agreed in individual cases, all information on dimensions, weights, descriptions and illustrations in brochures, catalogues or price lists relating to the products or our offers shall not be understood as a statement of quality, an assurance of quality or characteristics, or the granting of a guarantee.
Minor deviations from the product description in terms of range, quality, colour, width, weight, equipment or design of the products that are customary in the trade or technically unavoidable and do not impair the agreed intended use do not constitute a defect.
(3) We shall not be liable for defects which the customer is aware of at the time of conclusion of the contract or which he is unaware of due to gross negligence (Section 442 of the German Civil Code (BGB)). Furthermore, the customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within two weeks of delivery and defects that are not apparent upon inspection must be reported in writing within the same period of time after discovery. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the defect that was not reported or not reported in a timely or proper manner is excluded in accordance with the statutory provisions. 
(4) The customer is obliged to open transport, outer and product packaging only to the extent necessary to inspect the goods after delivery. 
If the customer complains about a defect, they must make the products available to us for inspection. The customer is not authorised to return the products complained about to us without being asked to do so. Rather, we will collect them at our risk and expense within a reasonable period of time after the complaint has been made. The goods must be made available in an appropriate manner, if possible in their original packaging.
We are entitled to examine the complaint on site. If the complaint is found to be unjustified, our obligation to take back the goods shall lapse. The costs of travel shall be reimbursed unless the lack of defect was not apparent to the customer.
If, after taking back the products and examining them, we find that the complaint is unjustified, we shall return the products to the customer at the customer's risk and expense. We shall be entitled to demand payment of the transport costs incurred by us for the return delivery, the costs of the new delivery and the costs incurred by us for checking and processing the complaint before returning the goods, unless the lack of defect was not apparent to the customer. Our claim for payment of the purchase price shall remain unaffected by this.
If the customer returns the products to us without being asked to do so, we shall be entitled to refuse to accept the products. If we accept the products for inspection and it transpires that the complaint is unjustified, we shall return the products to the customer at the customer's risk and expense. In this case, we shall be entitled to demand the costs of the new delivery as well as the costs incurred by us for checking and processing the complaint. Our claim to payment of the purchase price shall remain unaffected by this.
(5) If, in exceptional cases and thus without acknowledging any legal obligation, we take back products that are free of defects, we may charge restocking fees as follows:
a) for full packaging units of goods ready for sale: 20% of the net value of the goods, at least EUR 30,
b) for partially used quantities of goods ready for sale: 30% of the net value of the goods, at least EUR 40,
c) for goods not ready for sale: 50% of the net value of the goods plus the reasonable costs of restoring them to a condition ready for sale.
If the products are already with us for testing purposes, the customer has the option of requesting return delivery in accordance with § 9 (4).
(6) If our product is defective, we may first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Furthermore, we are entitled to assign our claim for recourse against our supplier in accordance with Section 445a of the German Civil Code (BGB) (recourse of the seller) to the customer in lieu of performance in accordance with Section 364 (1) BGB and by agreeing to a reduction in liability to the greatest possible extent. 
(7) We shall be entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a portion of the purchase price commensurate with the defect.
(8) If the subsequent performance has failed or if a reasonable period to be set by the customer for the subsequent performance has expired without success or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions.
(9) Claims by the customer for damages or reimbursement of futile expenses shall also only exist in the event of defects in accordance with § 10 of these GTC and are otherwise excluded.

§ 10 Product information, further processing of products and recall campaigns
(1) We shall inform the customer about our products within the scope of our statutory information obligations. In addition, the customer shall receive, upon request, all information available to us about the products we sell. In particular, we shall provide the customer with comprehensive information about the suitability and intended use of our products upon request.
(2) Our products are generally intended for professional use (commercial or industrial) only. If the customer wishes to distribute these products themselves or to end consumers via retailers, they must first obtain information from us as to whether the products are suitable for unrestricted use by end consumers. If, in individual cases, our products are expressly intended for leisure use (end consumers), they are also only suitable for this purpose. 
(3) Further processing of our products is only permitted within the scope of their suitability and taking into account their intended use. This applies in particular to body protection and occupational safety products that comply with certain standards, certifications or other technical specifications, which also apply to the further processing of the products. In case of doubt, the customer is obliged to contact us to find out whether the intended further processing is permissible.
Otherwise, we shall not be liable if our products no longer comply with a specific standard, certification, other technical specification or otherwise with the agreed quality as a result of further processing.
For clarification purposes, we also point out that the customer is excluded from all rights in respect of defects if, despite a defect for which he is obliged to give notice of defect in accordance with Section 9 (3) of these GTC, he begins or continues to further process the products. In this respect, we shall in particular not be liable for any useless processing costs incurred by the customer. The statutory provisions on contributory negligence remain unaffected.
(4) In the event of product safety recalls, the customer shall support us to a reasonable and acceptable extent. 

§ 11 Liability
(1) Unless otherwise specified in these GTC, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall be liable for damages without limitation in cases of intent and gross negligence, regardless of the legal basis. In the event of simple negligence, we shall only be liable
a) for damages resulting from injury to life, limb or health,
b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from § 11 (2) also apply to third parties and to breaches of duty by persons for whose fault we are responsible according to statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the products, nor do they apply to claims by the customer under the Product Liability Act.
(4) The customer may only withdraw from or terminate the contract due to a breach of duty that does not constitute a defect if we are responsible for the breach of duty. The customer's right to terminate the contract at will (in particular in accordance with Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 12 Limitation period
(1) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
(2) The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the products, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer pursuant to § 11 (2) sentence 1 and sentence 2 lit. (a) as well as under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 13 Advertising and copyrights
(1) In the event that the customer resells our products, they undertake to advertise the products only in an appropriate manner. The customer is advised that incorrect advertising relating to the properties of the products may, under certain circumstances, give rise to warranty claims against us by third parties. The customer hereby undertakes to indemnify us against the consequences of such advertising and to compensate us for any damage incurred as a result of a breach of this obligation.
(2) The above obligation shall not apply if images or texts provided by us are used for advertising purposes with our express prior consent.
(3) We are entitled to the copyright or right of use to our advertising materials made available to us, as well as to our catalogue or parts thereof (in particular illustrations). The customer is only entitled to use these sources with our express prior consent, without being granted any independent rights to them. This consent may be revoked at any time. Unless the revocation is based on a breach of duty by the customer, the revocation shall only have effect for the future.

§ 14 Force majeure
(1) ‘Force majeure’ means the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations under the contract, if and to the extent that the party affected by the obstacle proves that (a) this obstacle is beyond its reasonable control, (b) it was not reasonably foreseeable at the time the contract was concluded, and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
(2) Until proven otherwise, the following events affecting a party shall be presumed to fulfil the conditions under paragraph 1 (a) and (b): (i) war (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilisation; (ii) civil war, riots, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargoes, sanctions; (iv) lawful or unlawful acts of government, compliance with laws or government orders, expropriation, seizure of works, requisition, nationalisation; (v) plague, epidemics (including epidemics and pandemics) insofar as a risk level of at least ‘moderate’ has been determined by the Robert Koch Institute, natural disasters or extreme natural events; (vi) explosion, fire, destruction of equipment, prolonged failure of means of transport, telecommunications, information systems or energy; (vii) general industrial unrest such as boycotts, strikes and lockouts, go-slows, occupation of factories and buildings.
(3) The parties agree that the COVID-19 pandemic may constitute force majeure, even if it was already known at the time the contract was concluded.
(4) A party that successfully invokes this clause shall be released from its obligation to fulfil its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract from the time when the obstacle makes it impossible for it to perform its obligations, provided that this is notified immediately. If the notification is not made immediately, the exemption shall take effect from the time the notification reaches the other party. If the effect of the asserted obstacle or event is temporary, the consequences set out above shall only apply for as long as the asserted obstacle prevents the affected party from fulfilling the contract. The contract may be terminated by either party if the duration of the impediment exceeds 30 days.

§ 15 Data storage
The customer expressly agrees that we may store and process their data electronically, insofar as this is necessary for business purposes and permissible under the General Data Protection Regulation (GDPR) and the Federal Data Protection Act.

§ 16 Choice of law, place of jurisdiction and place of performance
(1) If the customer is a merchant, entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction for all disputes arising from or in connection with this contractual relationship; however, we are also entitled to sue the customer at the court of their place of business.
(2) The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

Buchholz, 1 September 2025
HELMUT FELDTMANN GmbH
Zunftstraße 28, 21244 Buchholz i.d.N.
Tostedt Local Court HRB 204869
Tax No. 15/200/49916
VAT ID No. DE114965903