General Terms and Conditions of DACH Schutzbekleidung GmbH & Co. KG

1. Scope of application

Our General Terms and Conditions (GTC) apply to companies in accordance with § 14 BGB (German Civil Code). We do not deliver to consumers and do not conclude contracts with them. Our GTC are recognised by the customer as legally binding for this contract and, in the case of an ongoing business relationship, for all future transactions with the customer. Our GTC apply exclusively. We do not recognise any deviating, in particular conflicting, terms and conditions of the customer and hereby expressly object to them. We shall not be bound by them even if we do not object again at the time of conclusion of the contract and carry out the delivery to the customer without reservation in the knowledge of the customer's conflicting or deviating terms and conditions. All agreements made between us and the customer for the purpose of executing this contract shall be set down in writing in this contract. Oral agreements do not exist.

2. Quotation

Our quotations are subject to change.

Samples and specimens are not binding. We reserve unrestricted property rights and copyrights to illustrations, drawings and other documents. They may only be made accessible to third parties with our prior written consent and must be returned if the order is not placed with us.

3. Conclusion of contract

We may accept an order which qualifies as a quotation for the conclusion of a purchase contract within two weeks by sending an order confirmation or by sending the ordered product within the same period. We reserve the right to make excess or short deliveries of up to one full container.

4. Delivery

The compliance with our delivery obligation requires the timely and proper fulfilment of the customer's obligations. The customer shall be notified in good time of the start of the delivery period specified by us. Delivery dates that have not been expressly agreed as binding are exclusively non-binding.

In the event of culpable non-compliance with a delivery date expressly agreed in writing, the customer shall set us a reasonable grace period in writing. If this grace period is not met through our fault, the customer shall be entitled to withdraw from the contract. Claims for damages by the customer due to delay shall be determined in accordance with section 11.

In the event of delays in delivery due to force majeure, we shall be entitled to extend the delivery period by the duration of the hindrance plus a reasonable start-up period. We shall not be responsible for the aforementioned circumstances even in the case of bindingly agreed delivery periods, even if they arise during an already existing contract.

Partial deliveries are permissible insofar as they are reasonable for the customer. The partial delivery shall in any case be deemed an independent transaction. Separate invoices shall be issued for this. The customer shall not have the right to pay this invoice only after delivery of the entire order.

5. Transfer of risk

The goods shall be dispatched for the account of the customer. When the goods are handed over to the person carrying out the transport to the contractually intended destination, all risks shall pass to the customer, even if we have contractually agreed to bear the transport costs. If the customer is in default of acceptance or violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. With the default of acceptance, the risk of accidental deterioration or accidental loss of the object of sale shall also pass to the orderer.

6. Prices

The prices stated in our order confirmation plus statutory VAT and shipping costs shall be decisive. If nothing else has been agreed, the prices valid on the day of dispatch shall apply.

In the case of carriage paid delivery of goods, we shall determine the mode of dispatch. Additional costs for a type of shipment requested by the customer (e.g. express goods or air freight) shall be borne by the customer.

7. Payment

Unless otherwise agreed, our invoices are due for payment within 14 days without deduction. Payments shall only be deemed to have been made when they are made directly to us and when we can dispose of the amount.

After the occurrence of default in payment, we shall be entitled to claim interest on default at a rate of 9% above the respective base rate of the ECB per annum.

If the customer fails to meet his payment obligations, in particular if payments are suspended or if circumstances become known which call into question the creditworthiness of the customer, we shall be entitled to make delivery subject to the provision of appropriate security (bank guarantee, security for goods, etc.). If the customer does not comply with the request for security within a reasonable period of time, we shall be entitled to withdraw from the contract. The customer shall only have the right to offset if his counterclaims have been legally established, are undisputed or have been recognised by us. The customer shall only be entitled to rights of retention in the event of counterclaims arising from the same contractual relationship.

8. Retention of title

We retain title to the object of sale until receipt of all payments arising from the business relationship with the customer. The customer is entitled to resell the object of sale in the ordinary course of business.

However, the customer already now assigns to us all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale against his customers or third parties. The customer remains authorised to collect this claim even after the assignment. We undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. 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.

9 Seizure, exploitation

If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale. The taking back of the object of sale by us does not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the object of sale by us shall always constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to exploit it; the exploitation proceeds shall be set off against the customer's liabilities less reasonable exploitation costs. The customer is not permitted to pledge or assign the object of sale as security without our express written consent.

The customer must notify us immediately in writing of any seizures or other interventions by third parties so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

10. Claims for defects

Claims for defects shall only exist if the buyer has duly complied with his duties of inspection and notification of defects owed under § 377 of the German Commercial Code (HGB). Notices of defects must be notified to us in the case of objectively recognisable defects no later than five working days after receipt of the goods at the place of destination. With regard to objectively not recognisable defects, the statutory provisions shall apply.

The warranty period is twelve months from the transfer of risk. This period is a limitation period and also applies to claims for compensation for consequential harm caused by a defect, insofar as no claims in tort are asserted. In the case of notices of defects for parts of an overall delivery, our warranty shall only apply to the defective parts.

11. Liability

We shall be liable without limitation in accordance with the statutory provisions for damage to life, limb and health caused by a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damages not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract, as well as fraudulent intent by us, our legal representatives or our vicarious agents, we shall be liable in accordance with the statutory provisions.

In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted intentionally. However, to the extent of our liability in respect of the goods, we shall only be liable if the risk of such damage is evidently covered by the guarantee of quality and durability, unless it concerns damage to body, life or health.

In so far as the cause of the damage or defect is not based on intent or gross negligence and it is not a matter of claims for damages due to the absence of a warranted characteristic, further claims of the customer are excluded, irrespective of the legal grounds. We shall therefore not be liable for damage that has not occurred to the object of purchase itself, in particular not for loss of profit or other financial losses of the orderer.

12. Final provisions

The place of jurisdiction for disputes arising from legal relationships between the customer and us is Karlsruhe. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of a uniform law on the international purchase of movable goods is excluded. Should one or more provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.