General Terms and Conditions

Version: 0.1 • Effective Date: November 13, 2025 • Language: DE

§ 1 Scope, Form (1) These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (“Buyers”). The GTS apply only if the Buyer is a business entity within the meaning of § 14 of the German Civil Code (BGB).

(2) The GTS apply to contracts for the sale and/or delivery of movable property (“Goods”). Unless otherwise agreed, the GTS apply in the version valid at the time of the Buyer’s order or, in any case, in the version most recently communicated to the Buyer in writing, without us having to refer to them again in each individual case.

(3) Our GTC apply exclusively. Any deviating, conflicting, 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.

(4) Individual agreements made with the Buyer on a case-by-case basis shall in any event take precedence over these GTC.

§ 2 Conclusion of the Contract, Collection and Sample Materials

(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, other product descriptions, or documentation—including in electronic form. Collection and sample materials will be billed separately. Collection and sample materials provided to the buyer on loan and free of charge remain our property. Sample materials may exhibit minor deviations due to production techniques or material characteristics.

(2) The buyer’s order for the goods constitutes a binding offer to enter into a contract. Acceptance may be declared either in writing (order confirmation) or by delivery of the goods to the buyer.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period is agreed upon individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons beyond our control, we will inform the buyer immediately and, at the same time, notify the buyer of the expected new delivery deadline. If the goods are still not available even within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any consideration already paid by the buyer.

(3) In the event of force majeure affecting the performance of the contract, we are entitled to postpone delivery for the duration of the hindrance and, in the event of prolonged delays, to withdraw from the contract in whole or in part, without this giving rise to any claims against us. Any statutory claims of the buyer remain unaffected.

(4) The occurrence of a delay in delivery on our part is determined in accordance with statutory provisions; however, in any case, a formal notice of default from the buyer is required. The buyer’s rights pursuant to § 8 of these General Terms and Conditions and our statutory rights remain unaffected.

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

(1) Delivery is made ex warehouse at our headquarters in Kulmbach or from the place of manufacture or storage. The place of performance for delivery and any subsequent performance is our headquarters in Kulmbach. Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier, route, and packaging) ourselves. Delivery shall be made to the delivery address specified by the buyer, unless otherwise agreed.

(2) We are entitled to make partial deliveries, provided this is reasonable for the buyer. In the case of permissible partial deliveries, we are also entitled to issue partial invoices.

(3) The risk of accidental loss or accidental deterioration of the goods passes to the buyer no later than upon delivery; in the case of a sale by shipment, the risk passes as soon as the goods are handed over to the shipping agent, the carrier, or any other third party designated to carry out the shipment.

(4) In the case of custom-made, made-to-measure, or special-order items—such as products manufactured according to the customer’s specifications or in special colors—the buyer is obligated to accept the goods, unless the buyer is entitled to refuse acceptance for other legal reasons.

(5) If the buyer is in default of acceptance, we are entitled, in particular, to demand compensation for the resulting damages, including additional expenses (e.g., storage costs).

§ 5 Prices and Terms of Payment

(1) Unless otherwise agreed in individual cases, our prices current at the time the contract is concluded shall apply, ex warehouse, plus applicable sales tax and any applicable customs duties. For net order values up to 50.00 EUR, we charge a minimum order surcharge of 5.00 EUR.

(2) In the case of sale by delivery, the buyer shall bear the shipping costs based on the order value in accordance with the price list, as well as the costs of any shipping insurance requested by the buyer, and any applicable customs duties, fees, taxes, and other public charges.

(3) The purchase price is due and payable within 30 days of the date of invoicing and delivery or acceptance of the goods. However, even within the context of an ongoing business relationship, we are entitled at any time to make a delivery, in whole or in part, only against advance payment. We shall declare such a reservation no later than upon confirmation of the order. A discount may be applied only if specifically agreed to in writing. Upon expiration of the above payment period, the buyer shall be in default. In this case, we are entitled to demand reimbursement from the buyer for collection costs in a reasonable amount. Our claim to commercial interest on overdue payments, currently 9 percentage points above the base interest rate, remains unaffected.

(4) If the seller has permitted the buyer to pay an outstanding balance in installments, this agreement shall become void if the buyer is in default on an installment for more than 10 banking business days. The remaining balance then due shall become immediately payable in a single lump sum.

(5) The buyer is entitled to set-off or retention rights only to the extent that the buyer’s claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counterclaims, in particular those pursuant to § 7(6), second sentence, of these General Terms and Conditions, remain unaffected.

(6) If, after the conclusion of the contract, it becomes apparent (e.g., through a petition to commence insolvency proceedings) that our claim to the purchase price is at risk due to the buyer’s inability to pay, we are entitled—in accordance with statutory provisions regarding refusal to perform and, if applicable, after setting a deadline—to rescind the contract. In the case of contracts for custom, made-to-measure, or one-of-a-kind items, we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

§ 6 Retention of Title

(1) We retain title to the goods sold (goods subject to retention of title) until full payment of our current and future claims arising from the sales contract and any ongoing business relationship. The goods subject to retention of title may not be pledged to third parties or transferred as security prior to full payment.

(2) In the event of a breach of contract by the buyer, we are entitled to withdraw from the contract and/or to demand the return of the goods on the basis of the retention of title if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is not required under statutory provisions. We may dispose of the goods subject to retention of title.

(3) The buyer is authorized to sell and/or process the goods subject to retention of title. Our retention of title then extends to the resulting product. If, in the case of processing with goods belonging to third parties, their right of ownership remains in effect, we shall acquire co-ownership in proportion to the value of the goods subject to retention of title. The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or the resulting product, either in full or in the amount corresponding to our share of co-ownership. We accept this assignment. The buyer may collect the claims assigned to us on its own account and in its own name on our behalf, provided we do not revoke this authorization. Our right to collect these claims ourselves remains unaffected. However, if the buyer acts in breach of contract—in particular, if the buyer is in default of payment—we may demand that the buyer disclose to us the assigned claims and the respective debtors, notify the respective debtors of the assignment, and provide us with all necessary information we require to enforce the claims.

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

§ 7 Buyer’s Claims for Defects

(1) Unless otherwise specified below, the statutory provisions apply to the buyer’s rights in the event of material defects or defects of title. The special statutory provisions regarding supplier recourse remain unaffected in the case of final delivery of the goods to a consumer, even if the consumer has further processed them. Claims arising from supplier recourse are excluded if the defective goods have been further processed by the buyer or another business entity.

(2) Our liability for defects is based primarily on the agreement regarding the quality of the goods, which is the subject matter of the individual contract or was publicly disclosed by us (in particular in catalogs or on our website) at the time the contract was concluded. Shading variations, as well as minor, technically unavoidable deviations in quality, color, width, weight, finish, or design, do not constitute a deviation from the agreed-upon quality. Deviations in quality, color, width, weight, finish, or design that are reasonable for the buyer to accept or that result from further development of the product also do not constitute a defect. We assume no liability for public statements made by third parties that the buyer has not brought to our attention as being decisive for the buyer’s decision to purchase.

(3) We are generally not liable for defects that the buyer is aware of at the time the contract is concluded or fails to identify due to gross negligence. Furthermore, the buyer’s claims for defects are contingent upon the buyer having fulfilled its statutory obligations to inspect the goods and give notice of defects. In the case of textiles and other goods intended for installation or further processing, an inspection must be conducted immediately prior to processing. If a defect is discovered, we must be notified in writing without delay; obvious defects must be reported in writing within 3 business days of delivery, and defects not detectable during inspection must be reported in writing within the same period upon discovery. If the buyer fails to conduct a proper inspection and/or notify us of defects, our liability is excluded in accordance with statutory provisions.

(4) If the delivered item is defective, we may choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the owed subsequent performance contingent upon the buyer’s payment of the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price commensurate with the defect.

(5) The buyer must grant us the time and opportunity necessary for the required subsequent performance, in particular to hand over the goods subject to complaint for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include either the removal of the defective item or its reinstallation, unless we were originally obligated to install it.

(6) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance—in particular, transportation and labor costs, as well as, where applicable, removal and reinstallation costs—in accordance with statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect, unless the absence of a defect was not apparent to the buyer.

(7) In urgent cases, the buyer has the right to remedy the defect themselves and to demand reimbursement from us for the expenses objectively necessary for this purpose. We must be notified of such self-remediation immediately, if possible in advance. The right to self-remediation does not apply if we would be entitled to refuse corresponding subsequent performance in accordance with statutory provisions.

(8) If the remedy has failed, or if a reasonable period for the remedy to be set by the buyer has expired without success or is not required under statutory provisions, the buyer may rescind the purchase contract or reduce the purchase price. However, there is no right of rescission in the case of a minor defect. Likewise, there is no right of rescission for custom-made, made-to-measure, or special-order items, e.g., products manufactured according to customer specifications or in special colors.

(9) The buyer’s claims for damages or reimbursement of futile expenses, even in the case of defects, exist only in accordance with § 8 and are otherwise excluded.

§ 8 Other Liability

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

(2) We are liable for damages—regardless of the legal basis—under the principle of fault-based liability in cases of willful misconduct and gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations on liability (e.g., due 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 breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and is entitled to rely); in which case, however, our liability is limited to compensation for foreseeable, typically occurring damages.

(3) The limitations of liability arising from paragraph 2 also apply to third parties as well as in the case of breaches of duty by persons for whose fault we are liable under statutory provisions. They do not apply if a defect was fraudulently concealed or if a guarantee regarding the quality of the goods was provided, nor do they apply to claims by the buyer under the Product Liability Act.

(4) In the event of a breach of duty that does not consist of a defect, the buyer may rescind the contract or terminate it only if we are responsible for the breach of duty. The buyer’s right to terminate the contract at will is excluded.

§ 9 Statute of Limitations

The general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins upon acceptance. The above limitation periods under sales law also apply to the buyer’s contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the standard statutory limitation period would result in a shorter limitation period in a specific case. Special statutory provisions regarding the statute of limitations remain unaffected. The buyer’s claims for damages pursuant to § 8(2), sentences 1 and 2(a), as well as under the Product Liability Act, are subject exclusively to the statutory limitation periods.

§ 10 Amendment of the General Terms and Conditions/Reservation of the Right to Amend

We are entitled to unilaterally amend these General Terms and Conditions, in particular if this is necessary to adapt them to changes in the legal framework. We will inform the buyer of any amendment. The amendment shall become part of the contract unless the buyer objects to its inclusion in the contractual relationship in writing or in text form within 6 weeks of receiving notice of the amendment.

§ 11 Governing Law and Jurisdiction

(1) These General Terms and Conditions and the contractual relationship between us and the buyer are governed by the laws of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods.

(2) If the buyer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), the exclusive—including international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of business in Kulmbach. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). Mandatory statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.

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