8 seasons design GmbH, Max-Planck-Straße 15, 52249 Eschweiler General Terms of Sale, Delivery and Payment

1. General

These terms of sale, delivery and payment are legally binding to all business relationships between our company and our customers (hereafter also referred to as client). This also applies provided we do not expressly object to contrary terms of our clients.

2. Conclusion of Contract

a. Our offers remain subject to confirmation and non-binding. Any documents and information
associated with our quotations as well as other sales documentation are to be considered roughly binding unless expressly indicated binding. The same applies to information from the manufacturer’s works. Models and drawings remain our property.

b. Orders, agreements, assurances, etc. require our written order confirmation (=AB) to be legally effective. Orders become legally binding with the receipt of our order confirmation or our delivery. Any corrections to confirmations must be immediately reported in writing, but no later than within one week upon receipt.
Any agreements must be made in writing. This also applies to a waiver of written form.

3. Delivery

a. Delivery time and delivery deadlines
Any delivery time notifications remain non-binding. Delivery deadlines shall only be binding once confirmed by us in writing, and apply subject to our agreed proper and timely supply.
The client is entitled to withdraw from the contract provided the delivery deadline is missed by 6 weeks and a reasonable grace period is missed. Any additional claims, particularly for damages, are excluded.

b. IN the event the contracted goods are not shipped without any fault of our own, we may store these products or parts at the client’s expense and cost.

c. Unforeseeable exceptional events such as labour disputes, acts of sovereignty, traffic disruptions or other events of force majeure release us from the obligation to supply to the full extent for the duration of their impacts or in the event of impossibility. In the event the exceptional events extend to more than 6 weeks we are entitled to withdraw from the contract. In the event we are in delay of performance or an impossibility of performance of our own doing the client is not entitled to damages unless they are based on our own, o9ur legal representative’s or agent’s premeditation or gross negligence. If the client is in default with respect to own obligations, we are entitled to modify a firmly agreed delivery deadline through written notification so as to extend the delivery deadline by the period of the default.

d. The product shall be packaged and delivered in a manner typical for the industry. Pallets and special packaging are billed separately. Such packaging material is only returnable and refundable under immediate free of charge return in flawless condition.

e. Insurance for transport damage, transport loss or breakage is only provided at the client’s express request. Transport damages and shortages must be recorded and reported in the associated documentation (bill of lading, delivery note, etc.) immediately upon receipt of shipment through official railway recording of facts or equivalent proof.

f. We are entitled to make partial shipments.

4. Pricing and Payment Terms

a. Our prices for domestic shipments for net product values of 500.-€ and up are considered free
delivery. Prices for international deliveries for net product values of 1,000.-€ and up are considered free German border. Below these product values our prices are considered ex warehouse, i.e. the client pays for freight charges and the costs of transport insurance.

b. Payments are due 30 days from the invoice date in cash without discount. We grant a discount of 2% for payments within 10 days from the invoice date. It is imperative for the client to not be in default with other accounts to receive this discount, unless there are justified objections to such receivables. Discount settlements are subject to the indicated net invoice amounts, particularly after deducting discounts, freight, etc. Except as otherwise provided by client stipulations payments are allocated pursuant to §367 of the German Civil Code.

c. Checks will only be accepted by special agreement, free of freight and costs to us on account of performance. Checks will only be credited once redeemed. Unless invoiced as such, foreign currencies are converted to EURO at the Frankfurt/Main exchange selling rate of the respective currency as of the payment date. Any exchange rate difference must be settled.

d. In the event the client is a general merchant he is not entitled to right of retention against our receivables. Offsetting is only permissible provided we do not dispute counter claims or said are established as final and absolute.

e. We are entitled to assess the client interest from the time of default in the amount of the credit costs payable by us, but no less than 5% p.a. above the current European Central Bank prime rate at that time. This does not impact the right to assert additional damages. All of our receivables including those for which we have discounted a draft or for which instalment payments have been agreed become due immediately if the payment terms are not met or if after conclusion of contract a significant decline in the client’s financial circumstances becomes generally known. We are then also entitled to only perform outstanding deliveries and services against prepayment and security deposits. In the event prepayments and security deposits have not been made upon expiration of an adequate grace period we are entitled to at our discretion withdraw from the contract or demand compensation for losses due to non- performance.

5. Compensation for Losses

In compensation for losses or in the event of a withdrawal from the contract caused by the client we are entitled to demand 30% of the order value without the need to provided additional documentation, unless the client is able to substantiate the damages to be lower. Subject to our proof of additional damages and our legal rights, this flat rate shall be imputed to further monetary claims.

6. Warranty

a. We provide guarantee for the warranted characteristics. In the event no agreement has been
made with respect to characteristics, the legal provisions shall be used in determining whether a defect exists. However, we assume no liability for public statements made by the manufacturer or other third parties.

b. Any claims for defects by the client require for him to inspect said and promptly report any defects. A notification is deemed prompt if made within two weeks, with a timely sending of the notification being adequate in meeting this deadline.

c. We assume no warranty for damages caused by unsuitable or improper use/modification or repairs performed by the client or third parties.

d. In the event remedial action through rework or replacement fails the client is entitled to demand a commensurate reduction in the purchase price (discount).

e. The client is not entitled to additional claims, particularly claims for indemnity of a loss not to the object of delivery itself unless these are due to our premeditation or gross negligence. This does not impact any entitlements arising from the Product Liability Act.

7. Industrial Property Rights

a. We hereby emphatically point out we are entitled to any and all copyrights for illustrations, samples, drawings, drafts or other documentation. These shall not be made accessible to third parties, or used for any purpose other than intended by us without our approval.

b. In the event delivered goods have been manufactured based on the client’s designs or instructions, the client assures no other industrial property rights exist or he is entitled to the use. The client shall release us of any and all claims asserted against us by third parties for breach of industrial property rights.
Any legal costs shall be advanced commensurately.

8. Retention of Title

a. All of our deliveries are subject to the terms of retention of title. Ownership in the delivered goods shall only be transferred to the client once all obligations to us have been satisfied. For open accounts the reserved ownership also serves as security for our current account balance claims. Any work, processing or other utilisation of goods delivered by us yet still in our ownership are considered performed on our behalf. In the event the client combines products owned by us with other goods we are entitled to sole or joint ownership in the new items – the latter proportional of the value of our processed product to the other products at the time they were combined. The client shall stores these products in our sole or joint ownership (retained products) with commercial diligence free of charge.
The client agrees to insure the goods against fire and other risks at his expense.

b. The retained goods shall only be sold through the client’s ordinary course of business. The client shall not agree to prohibition of assignment with his buyer. He is further obligated to disclose our retention of title to the buyer. The client shall promptly notify us in writing of any damnification of our rights, particularly distraint, etc. The client shall be responsible for intervention costs.

c. Once these terms of sale, delivery and payment become effective the client shall relinquish to us
any and all claims including all ancillary rights and securities – including receivables from the insurance policy – generated from the future sale to others of goods supplied by us until all our receivables have been satisfied, to the extent of the invoice amount for the goods delivered by us and sold by the customer plus 20%. Similarly, the client agrees to relinquish any and all of the client’s receivables generated from services and work performed in conjunction with processing the goods supplied to him.

d. In the event the value of the assignments and securities exceed our receivables by a minimum of 20% we agree to commensurately release securities at our discretion at the client’s request.

e. At our request the client shall notify his buyer of this transfer and provide us with the information required to assert our rights against the buyers. We are likewise entitled to notify the client’s buyer of said assignment. The client is authorised to collect the assigned receivables for us, however only for the term of his contractual satisfaction of his payment obligations to us. We are entitled to revoke the client’s authorisation to collect receivables at any time.

f. In the event of payment default or a significant decline in the client’s financial standing we reserve the right to withdraw from the contract and demand the goods to be surrendered on the basis of retention of title and the withdrawal. The client hereby authorises us to enter his premises and mark the delivered goods. The client shall be responsible for the costs of such return.

g. In the event of delivery to countries where the prolonged retention of titled does not offer the same securing action as in Germany the client shall do everything conceivable to appoint us equivalent securities.

9. Liability

a. We are only liable for client damages provided we or our agents are imposed with
premeditation or gross negligence. This applies to all claims for damages. This liability limitation, however, does not include damages arising from injury to life, body or health or direct damage (consequential harm caused by defect) resulting from the absence of assured characteristics and such consequential harm caused by defect against which these assured characteristics were to protect the client; for other consequential harm caused by defect we shall only be liable within the required limitations.

b. Any damage caused by gross negligence shall only be compensated to the extent foreseeable to us at the time the contract was entered into in due consideration of all circumstances known or culpably unknown to us.

10. Limitation

By way of derogation from § 438 para.1 no. 3 German Civil Code the general period of limitation for claims arising from defects in material and title is one year from the time of delivery.

11. Applicable Law

The business relations including claims from checks are subject to the German law with the exception of all international and supranational (contract) legal orders, particularly the CISG.

12. Assignability

The client is not permitted to assign his rights arising from the contract.

13. Place of Fulfilment, Jurisdiction

a. The place of fulfilment is our company’s registered office.

b. In the event the client is a merchant in the sense of the German Commercial Code, corporate
body under public law or a public fund asset, the sole – including international – place of
jurisdiction for any disputes arising from the contractual relationship is Cologne.

14. Final Provisions

a. The invalidity of individual stipulations within the contract does not impact the effectiveness of the
remaining stipulations. Any invalid stipulation shall be replaced with another as close as
possible to the business result.

b. Provided the client is a general merchant, corporate body under public law or public asset fund
motions pertaining to any disputes arising from the contractual relationship shall be filed with the court of law assigned to the location of our registered office. We are further entitled to file the motion at the client’s registered office.

c. The client agrees to our company capturing, storing and processing product-, order- and personal data in our data processing systems in accordance with the legal provisions.


8 seasons design GmbH