GENERAL TERMS & CONDITIONS

HUNTER INTERNATIONAL GmbH
Mittelbreede 5 · D-33719 Bielefeld
 

I. Scope of the Terms and Conditions
1. Sale is exclusively to business entities within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). Supply of goods, supply of services and offers of sale of Vendor are made exclusively on the basis of these Terms and Conditions. Therefore, these Terms and Conditions also apply to all future business relationships, even if this is not expressly stated in each case. These Terms and Conditions shall be deemed to have been accepted at the latest on receipt of the goods or services. A counter-confirmation from Purchaser making reference to their terms or purchasing conditions is hereby expressly rejected.
2. Individual agreements concluded with Purchaser in individual cases (including side agreements, amendments or alterations) will always take precedence over these Terms and Conditions. Subject to evidence to the contrary, the content of such agreements shall require a written contract or written confirmation from Vendor.
3.
Purchaser can retrieve and print the current version of the Terms and Conditions from the website b2b.hunter.de/agb.


II. Offer of sale, prices
1. Vendor's offers of sale, whether online on the dealer portal b2b.hunter.de (hereinafter: "Dealer Portal") or offline, are subject to change and non-binding and do not represent binding offers to conclude a contract of sale. Instead, it constitutes a non-binding invitation to order goods. This also applies if Vendor has provided Purchaser with catalogues, documentation (e.g. drawings, plans, calculations, estimations, references to DIN standards), other product descriptions or paperwork - including in electronic form - in which Vendor holds property rights and copyright.
2. Upon publication of a new catalogue or price list, all previous catalogues and price lists become invalid. The catalogue and price list prices also remain subject to change until confirmed by Vendor.
3. The prices are exclusive of statutory VAT. All prices listed are ex works. Shipping in all cases is at Purchaser's cost.


III. Conclusion of Agreement

1. An order for goods placed by Purchaser will be deemed a binding offer to conclude a contract.
2. On the Dealer Portal, Vendor can use the usual keyboard and mouse functions to correct the information it has entered at any point prior to the binding submission of the order. The products selected by Purchaser using the "Add to shopping cart" button will then be summarised for Purchaser in an order overview at the end of the order process. At this point, Purchaser should double-check all information provided in the scope of the order process prior to submitting the binding order and amend or correct it accordingly using the "amend" button. By clicking the button "Place order and pay", Purchaser thereby makes a binding offer to purchase on the Dealer Portal (Sec. 145 BGB). After the offer to purchase via Dealer Website has been submitted, Purchaser will receive an automatically generated email, with which Vendor confirms that it has received Purchaser's order (Order Confirmation). This Order Confirmation does not yet represent an acceptance of the offer to purchase. The Order Confirmation does not yet mean that a contract has been concluded.
3. The text of Purchaser's order on the Dealer Portal is saved by Vendor and will be sent to Purchaser by Vendor following acceptance of their order together with these Terms and Conditions in written form (e.g. email, fax or letter). In addition, the contract text will be archived by Vendor and can be retrieved by Purchaser, free of charge, via their password protected customer account, by providing the relevant login data. Contracts can be concluded on the Dealer Portal in either English or German.
4. Unless otherwise stated in the order, Vendor is entitled to accept this offer to conclude a contract within seven days of receipt by Vendor.
5. Acceptance may be declared either in writing (e.g. by way of a separate Acceptance of Order) or by way of delivery of the goods to Purchaser. The relevant record in respect of the delivery of goods is the written Acceptance of Order or - if one is not issued - Vendor's invoice.
6. First time orders will generally only be upon receipt of prepayment.
7. If, following conclusion of the contract, order related costs significantly change, the contracting parties are obligated to agree on a price adjustment. The respective calculation will be based on the weights, numbers of units and quantities unless Purchaser immediately objects.


IV. Customer account on Dealer Portal
1. In order that Purchaser is able to use Vendor's Dealer Portal, a customer account for Purchaser must be created, with Vendor's agreement. All Purchaser information required for placing orders will be stored in the password protected customer account; after logging in, Purchaser can check the status of their existing orders and view their order history.
2. Purchaser undertakes not to disclose their login data to third parties.


V. Delivery
1. The dates and time limits stated by Vendor are non-binding, unless otherwise expressly set out in writing.
2. The delivery period is deemed to have been complied with, if the object of delivery has been dispatched before expiry of the delivery period. It is equally deemed to have been complied with if the readiness for despatch has been communicated and Purchaser fails to accept the object of delivery within the delivery period.
3. To the extent that Vendor is unable to comply with binding delivery periods due to reasons for which Vendor is not responsible (impossibility of performance), Vendor will inform Purchaser thereof without delay whilst also notifying Purchaser of the expected new delivery period. If performance is also impossible within the new delivery period, Vendor is entitled to withdraw, partially or fully, from the contract; any consideration already made by Purchaser will be reimbursed immediately by Vendor. An example of impossibility of performance within the meaning of this clause is, in particular, if delivery from one of Vendor's own suppliers is delayed, if Vendor has concluded a congruent covering supply arrangement, if neither Vendor nor Vendor's supplier is responsible or if Vendor is not obligated to supply in a given case.
4. Reasonable partial deliveries are permitted. Deliveries will generally be made using standard packaging. If this is not the case, deviations from the agreed delivery quantities according to standard industry practices are permitted.
5. A default of delivery will be deemed to have taken effect as per the respective statutory provisions. In any case, however, a written notification from Purchaser is required. Should the vendor fail to deliver on time, the corresponding legal claims and rights of the purchaser apply.
6. Purchaser's rights under VIII. and IX. of these terms and conditions and Vendor's 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.
7. Vendor's delivery obligation is suspended, for as long as Purchaser is in arrears with a due payment despite a reminder.
8. If the goods are to be gradually called off over a determined time period, the call off is must, unless otherwise expressly set out, be spread evenly over the entire time period. If Purchaser falls behind with the call off of the agreed partial quantities, Vendor is authorised, after granting a reasonable extension to the time limit, to store the corresponding quantity for Purchaser's account and at Purchaser's own risk or to remove it from the final quantity. In the latter case, the special conditions granted for the goods already delivered also cease to apply.


VI. Shipping, transfer of risk, packaging

1. Unless otherwise agreed, Vendor shall select the shipment route and method of shipment, taking due account of Purchaser's interests. At Purchaser's request, shipments from Vendor can be insured against theft, breakage, transport, fire and water damage as well as other insurable risks at Purchaser's expense in addition to the shipping costs.
2. The risk of goods being destroyed, lost or damaged is transferred to Purchaser upon dispatch or, in the case of collection, upon communication of their readiness for dispatch. The same applies in respect of carriage-paid deliveries. If shipment is delayed due to circumstances for which Purchaser is responsible, the risk passes to Purchaser from the date on which the goods are ready for despatch; Vendor is, however, obligated, at Purchaser's request and at Purchaser's request, to effect any insurance requested by Purchaser.
3. Goods delivered to Purchaser, even if there is evidence of minor defects, must be accepted by Purchaser without prejudice to the rights in VIII.


VII. Payments
1. Invoices are payable as per the agreed payment terms. A payment is only considered to have been effected when the amount is showing as definitively available in Vendor's account. Even where Purchaser's payment terms stipulate otherwise, Vendor reserves the right to apply payments received to the oldest invoice item, plus the default interest accrued and costs, specifically in the following order: costs, interest, principal claim. Claims, against which the objection of justified notification of defects has been raised, are excluded from this provision. Purchaser is only entitled to a right of retention or offsetting where their claims have been determined as final by a competent court or are undisputed. In the case of defective delivery, Purchaser's opposing rights remain unaffected.
2. If, following conclusion of the contract, it becomes apparent (e.g. by an application to institute insolvency proceedings) that Vendor's entitlement to the purchase price is in jeopardy due to Purchaser's inability to perform, Vendor is entitled, according to the statutory provisions, to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (Sec. 321 BGB). As far as contracts for the manufacture of custom goods (one-off production) are concerned, Vendor can declare immediate withdrawal from the contract; statutory regulations regarding the unnecessary setting of a deadline remain unaffected.
3. If Purchaser is in default, Vendor is entitled to charge interest from the relevant point in time, at the level of interest charged by its commercial bank for active overdrafts, at least however in the amount of 9 percentage points above the respective base rate.

VIII. Obligation to give notice of defects, rights regarding defects
1. Purchaser's claims for defects depend on their having complied with their statutory inspection obligations and obligations to give notice of defects (Sec. 377, Sec. 381 German Commercial Code (Handelsgesetzbuch, HGB)). If a defect is present at the time of delivery, inspection or at any other later time, Vendor must be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within 7 working days of delivery, and any defects that cannot be identified during inspection must be reported in writing within the same time limit from the time of discovery. If Purchaser fails to carry out the proper inspection and/or notification of defects, Vendor's liability for a defect that is not notified, or not notified in a timely manner or not properly notified, is excluded according to the relevant statutory provisions.
2. If the delivered item is defective, Vendor can first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering an item free from defects (replacement delivery). Vendor's right to refuse subsequent performance under statutory requirements remains unaffected.
3. Vendor is entitled to make the subsequent performance owed dependent on Purchaser having already paid purchase price due. Purchaser is however entitled to withhold a part of the purchase price which is reasonable in relation to the defect.
4. Purchaser shall give Vendor the time and opportunity required to provide the subsequent performance, in particular to hand over the goods concerned for inspection purposes. In the case of replacement delivery, Purchaser shall return to Vendor the defective item according to the relevant statutory provisions. The subsequent performance includes neither deinstallation of the defective item nor installation of the replacement, if Vendor was not originally obliged to install the relevant item.
5. The cost and effort required to carry out the assessment and subsequent performance, in particular transport, travel, work and material costs (not: deinstallation and installation costs) shall be borne by Vendor, where a defect actually exists. If this is not the case, Vendor can demand from Purchaser the corresponding costs incurred from the unjustified request for remedy of the defect (in particular assessment and transport costs), unless the lack of defect was not apparent to Purchaser.
6. In urgent cases, e.g. when operational reliability is jeopardised or to avoid disproportionate damages, Purchaser has the right to remedy the defect itself and to demand reimbursement for the objectively required expenditure to this end. Vendor must be informed without delay about any such activity, if possible beforehand. The right to remedy defects shall not exist if Vendor would have been entitled to refuse the corresponding subsequent performance in accordance with statutory provisions.
7. If the subsequent performance fails or if Purchaser's reasonable deadline for subsequent performance expires fruitlessly or where subsequent performance is unnecessary under the relevant statutory provisions, Purchaser may withdraw from the contract of sale or reduce the purchase price. However, no such right of withdrawal exists for insignificant defects.
8. Purchaser's claims for damages or reimbursement of wasted expenditure also exist, even where defects exist, in accordance with the provisions of IX. of these General Terms and Conditions and are otherwise excluded.
9. If Purchaser has a claim asserted against it by its customer by way of recourse as per Sec. 478 et seq. BGB, Purchaser is thereby obligated to inform Vendor of this claim without delay and in writing, at the latest within fourteen days. Before Purchaser for its part takes the goods back or effects repairs or accepts a price reduction or pays compensation, it is obligated to grant Vendor the opportunity to repair or replace. Purchaser is obligated also to impose this rule on its customer, provided that is not a consumer. The assertion of claims for damages by way of recourse is any case excluded.
10. Contested goods may be returned without Vendor's express consent only after expiry of the reasonable time limit as per VIII point 4.
11. Claims due to any defects are statute barred after one year from the date of delivery of the goods. The statute of limitations under the law applies to claims for damages due to injuries to life, body and health as well as claims for damages due to intentional or grossly negligent violation of obligations (IX. of these Terms and Conditions).

IX. Liability

1. Unless otherwise stipulated in these General Terms and Conditions including the following provisions, Vendor is liable in the event of violation of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
2. Vendor is liable to pay damages - regardless of the legal grounds - in the scope of tortious liability in the case of intent and gross negligence. In the case of simple negligence, Vendor is liable subject to milder liability criteria in accordance with the relevant statutory provisions (e.g. the duty of care in its own affairs) only
a) for damage or loss arising from injury to life, body or health,
b) for damage or loss arising from the not insignificant violation of a material contractual obligation (an obligation which must be fulfilled to enable the due and proper performance of the contract and the observance of which the respective other party to the contract will usually rely on and be entitled to rely on); in this case, Vendor's liability is limited, however, to compensation for damage or losses which can typically be foreseen in this type of transaction.
3. The limitations of liability which follow from IX. point 2 also apply to breaches of obligations by or to the benefit of persons, for whose actions Vendor bears responsibility under the relevant statutory provisions. They do not apply in cases where Vendor has maliciously concealed a defect, or has provided a guarantee for the quality of the goods, and for Purchaser's claims according to the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG).
4. Purchaser may only withdraw from or terminate the contract due to a violation of obligations which do not consist in a defect, if Vendor may be held responsible for the violation of obligations. A free right of cancellation for Purchaser (in particular as per Sec. 651, Sec. 649 BGB) is excluded. Otherwise the statutory requirements and legal consequences shall apply.


X. Reservation of title

1. Vendor retains ownership of the goods sold until complete payment of all current and future claims of Vendor based on the contract of sale and a current business relationship (secured claims).
2. Prior to complete payment of the secured claims, the goods for which title is reserved may neither be pledged to third parties nor assigned by way of security. Purchaser must inform Vendor in writing without delay if an application for commencement of insolvency proceedings has been filed or in the case of third party access (e.g. seizure) in respect of the goods belonging to Vendor.
3. Purchaser is obligated to store the goods for which title is reserved for Vendor carefully and to insure them properly against loss and damage at its own cost. Purchaser hereby assigns, in advance, its claims based on the insurance contracts to Vendor.
4. In case of a breach of contract on the part of Purchaser, in particular non-payment of the purchase price due, Vendor is entitled, under the relevant statutory provisions, to withdraw from the contract and/or to demand the goods be returned, on the grounds of the reservation of title. A demand for return of goods does not also constitute a declaration of withdrawal from the contract; rather, Vendor is entitled merely to demand the goods be returned and to reserve the right to withdraw. If Purchaser does not pay the purchase price due, Vendor may assert these rights only if Vendor has set Purchaser a reasonable time limit for payment which has expired fruitlessly or such a time limit is not required under the relevant statutory provisions.
5. Purchaser is authorised, until such time as the respective right is revoked as per X. point 8 below, to resell and/or process the goods subject to reservation of title in the proper course of business. In such a case, the following provisions shall apply in addition.
6. The reservation of title extends to the full value of the goods produced by processing, mixing or combining Vendor's goods, whereby Vendor shall be considered the manufacturer. If, in the event of processing, mixing or combing with third party goods, the right of property of such third parties endures, Vendor shall thereby acquire co-ownership in relation to the invoiced values of the processed, mixed or combined goods. Otherwise, the same shall apply to the goods produced as to the goods delivered which are subject to reservation of title.
7. Purchaser hereby assigns to Vendor, already at this point, any claims against third parties resulting from the resale of the goods or the product in total or in the amount of any co-ownership proportion due to Vendor as per the aforementioned paragraph by way of security. Vendor hereby accepts the assignment. Purchaser's obligations under X. points 2 and 3 also apply in light of the assigned claims.
8. Even after assignment, Purchaser remains authorised, alongside Vendor, to collect payment according to the claim. Vendor undertakes not to assert the claim for payment provided Purchaser complies with its payment obligations to Vendor, there is no defect in its performance and Vendor does not assert its reservation of title by exercising a right under X. point 4. If this is the case however, Vendor can demand that Purchaser informs Vendor about its assignment of claims and their corresponding debtors, provides all information necessary for collection, supplies all associated documentation and notifies the debtors (third parties) of the assignment. In addition, Vendor is entitled in such a case to revoke Purchaser's authorisation to resell and process the goods subject to reservation of title.
9. If the realisable value of the securities exceeds Vendor's claims by more than 10%, Vendor will, on request of Purchaser, release securities of Vendor's choice.
10. Purchaser is obliged, at Vendor's request, to notify its customers of the respective assignment and to give Vendor the information and documentation necessary for asserting its rights against Purchaser's customers. Purchaser is prohibited from entering into side agreements with its customer which could exclude or impair Vendor's rights in any way. Purchaser may, in particular, not enter into any agreements which invalidate or impair the advance assignment of the claims to Vendor.


XI. Choice of law, place of performance, place of jurisdiction, partial invalidity
1. The entire business relationship between Vendor and Purchaser is governed by German law (HGB, BGB) with the exclusion of the application of the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance for delivery of goods is Vendor's respective shipping point, and for payment its registered office.
3. The place of jurisdiction for all disputes is Bielefeld.
4. If any individual clauses of these sales and delivery terms should be or become wholly or partly invalid, the validity of the remaining clauses shall be unaffected thereby. An invalid provision will be deemed to have been replaced by a valid provision which most closely reflects the economic purpose of the invalid provision.

Last updated: 24 January 2018

 
 

GENERAL TERMS & CONDITIONS

Dogsport GmbH
Mittelbreede 5 · D-33719 Bielefeld
 

I. Scope of the Terms and Conditions
1. Sale is exclusively to business entities within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). Supply of goods, supply of services and offers of sale of Vendor are made exclusively on the basis of these Terms and Conditions. Therefore, these Terms and Conditions also apply to all future business relationships, even if this is not expressly stated in each case. These Terms and Conditions shall be deemed to have been accepted at the latest on receipt of the goods or services. A counter-confirmation from Purchaser making reference to their terms or purchasing conditions is hereby expressly rejected.
2. Individual agreements concluded with Purchaser in individual cases (including side agreements, amendments or alterations) will always take precedence over these Terms and Conditions. Subject to evidence to the contrary, the content of such agreements shall require a written contract or written confirmation from Vendor.
3.
Purchaser can retrieve and print the current version of the Terms and Conditions from the website b2b.hunter.de/agb.


II. Offer of sale, prices
1. Vendor's offers of sale, whether online on the dealer portal b2b.hunter.de (hereinafter: "Dealer Portal") or offline, are subject to change and non-binding and do not represent binding offers to conclude a contract of sale. Instead, it constitutes a non-binding invitation to order goods. This also applies if Vendor has provided Purchaser with catalogues, documentation (e.g. drawings, plans, calculations, estimations, references to DIN standards), other product descriptions or paperwork - including in electronic form - in which Vendor holds property rights and copyright.
2. Upon publication of a new catalogue or price list, all previous catalogues and price lists become invalid. The catalogue and price list prices also remain subject to change until confirmed by Vendor.
3. The prices are exclusive of statutory VAT. All prices listed are ex works. Shipping in all cases is at Purchaser's cost.


III. Conclusion of Agreement

1. An order for goods placed by Purchaser will be deemed a binding offer to conclude a contract.
2. On the Dealer Portal, Vendor can use the usual keyboard and mouse functions to correct the information it has entered at any point prior to the binding submission of the order. The products selected by Purchaser using the "Add to shopping cart" button will then be summarised for Purchaser in an order overview at the end of the order process. At this point, Purchaser should double-check all information provided in the scope of the order process prior to submitting the binding order and amend or correct it accordingly using the "amend" button. By clicking the button "Place order and pay", Purchaser thereby makes a binding offer to purchase on the Dealer Portal (Sec. 145 BGB). After the offer to purchase via Dealer Website has been submitted, Purchaser will receive an automatically generated email, with which Vendor confirms that it has received Purchaser's order (Order Confirmation). This Order Confirmation does not yet represent an acceptance of the offer to purchase. The Order Confirmation does not yet mean that a contract has been concluded.
3. The text of Purchaser's order on the Dealer Portal is saved by Vendor and will be sent to Purchaser by Vendor following acceptance of their order together with these Terms and Conditions in written form (e.g. email, fax or letter). In addition, the contract text will be archived by Vendor and can be retrieved by Purchaser, free of charge, via their password protected customer account, by providing the relevant login data. Contracts can be concluded on the Dealer Portal in either English or German.
4. Unless otherwise stated in the order, Vendor is entitled to accept this offer to conclude a contract within seven days of receipt by Vendor.
5. Acceptance may be declared either in writing (e.g. by way of a separate Acceptance of Order) or by way of delivery of the goods to Purchaser. The relevant record in respect of the delivery of goods is the written Acceptance of Order or - if one is not issued - Vendor's invoice.
6. First time orders will generally only be upon receipt of prepayment.
7. If, following conclusion of the contract, order related costs significantly change, the contracting parties are obligated to agree on a price adjustment. The respective calculation will be based on the weights, numbers of units and quantities unless Purchaser immediately objects.


IV. Customer account on Dealer Portal
1. In order that Purchaser is able to use Vendor's Dealer Portal, a customer account for Purchaser must be created, with Vendor's agreement. All Purchaser information required for placing orders will be stored in the password protected customer account; after logging in, Purchaser can check the status of their existing orders and view their order history.
2. Purchaser undertakes not to disclose their login data to third parties.


V. Delivery
1. The dates and time limits stated by Vendor are non-binding, unless otherwise expressly set out in writing.
2. The delivery period is deemed to have been complied with, if the object of delivery has been dispatched before expiry of the delivery period. It is equally deemed to have been complied with if the readiness for despatch has been communicated and Purchaser fails to accept the object of delivery within the delivery period.
3. To the extent that Vendor is unable to comply with binding delivery periods due to reasons for which Vendor is not responsible (impossibility of performance), Vendor will inform Purchaser thereof without delay whilst also notifying Purchaser of the expected new delivery period. If performance is also impossible within the new delivery period, Vendor is entitled to withdraw, partially or fully, from the contract; any consideration already made by Purchaser will be reimbursed immediately by Vendor. An example of impossibility of performance within the meaning of this clause is, in particular, if delivery from one of Vendor's own suppliers is delayed, if Vendor has concluded a congruent covering supply arrangement, if neither Vendor nor Vendor's supplier is responsible or if Vendor is not obligated to supply in a given case.
4. Reasonable partial deliveries are permitted. Deliveries will generally be made using standard packaging. If this is not the case, deviations from the agreed delivery quantities according to standard industry practices are permitted.
5. A default of delivery will be deemed to have taken effect as per the respective statutory provisions. In any case, however, a written notification from Purchaser is required. Should the vendor fail to deliver on time, the corresponding legal claims and rights of the purchaser apply.
6. Purchaser's rights under VIII. and IX. of these terms and conditions and Vendor's 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.
7. Vendor's delivery obligation is suspended, for as long as Purchaser is in arrears with a due payment despite a reminder.
8. If the goods are to be gradually called off over a determined time period, the call off is must, unless otherwise expressly set out, be spread evenly over the entire time period. If Purchaser falls behind with the call off of the agreed partial quantities, Vendor is authorised, after granting a reasonable extension to the time limit, to store the corresponding quantity for Purchaser's account and at Purchaser's own risk or to remove it from the final quantity. In the latter case, the special conditions granted for the goods already delivered also cease to apply.


VI. Shipping, transfer of risk, packaging

1. Unless otherwise agreed, Vendor shall select the shipment route and method of shipment, taking due account of Purchaser's interests. At Purchaser's request, shipments from Vendor can be insured against theft, breakage, transport, fire and water damage as well as other insurable risks at Purchaser's expense in addition to the shipping costs.
2. The risk of goods being destroyed, lost or damaged is transferred to Purchaser upon dispatch or, in the case of collection, upon communication of their readiness for dispatch. The same applies in respect of carriage-paid deliveries. If shipment is delayed due to circumstances for which Purchaser is responsible, the risk passes to Purchaser from the date on which the goods are ready for despatch; Vendor is, however, obligated, at Purchaser's request and at Purchaser's request, to effect any insurance requested by Purchaser.
3. Goods delivered to Purchaser, even if there is evidence of minor defects, must be accepted by Purchaser without prejudice to the rights in VIII.


VII. Payments
1. Invoices are payable as per the agreed payment terms. A payment is only considered to have been effected when the amount is showing as definitively available in Vendor's account. Even where Purchaser's payment terms stipulate otherwise, Vendor reserves the right to apply payments received to the oldest invoice item, plus the default interest accrued and costs, specifically in the following order: costs, interest, principal claim. Claims, against which the objection of justified notification of defects has been raised, are excluded from this provision. Purchaser is only entitled to a right of retention or offsetting where their claims have been determined as final by a competent court or are undisputed. In the case of defective delivery, Purchaser's opposing rights remain unaffected.
2. If, following conclusion of the contract, it becomes apparent (e.g. by an application to institute insolvency proceedings) that Vendor's entitlement to the purchase price is in jeopardy due to Purchaser's inability to perform, Vendor is entitled, according to the statutory provisions, to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (Sec. 321 BGB). As far as contracts for the manufacture of custom goods (one-off production) are concerned, Vendor can declare immediate withdrawal from the contract; statutory regulations regarding the unnecessary setting of a deadline remain unaffected.
3. If Purchaser is in default, Vendor is entitled to charge interest from the relevant point in time, at the level of interest charged by its commercial bank for active overdrafts, at least however in the amount of 9 percentage points above the respective base rate.

VIII. Obligation to give notice of defects, rights regarding defects
1. Purchaser's claims for defects depend on their having complied with their statutory inspection obligations and obligations to give notice of defects (Sec. 377, Sec. 381 German Commercial Code (Handelsgesetzbuch, HGB)). If a defect is present at the time of delivery, inspection or at any other later time, Vendor must be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within 7 working days of delivery, and any defects that cannot be identified during inspection must be reported in writing within the same time limit from the time of discovery. If Purchaser fails to carry out the proper inspection and/or notification of defects, Vendor's liability for a defect that is not notified, or not notified in a timely manner or not properly notified, is excluded according to the relevant statutory provisions.
2. If the delivered item is defective, Vendor can first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering an item free from defects (replacement delivery). Vendor's right to refuse subsequent performance under statutory requirements remains unaffected.
3. Vendor is entitled to make the subsequent performance owed dependent on Purchaser having already paid purchase price due. Purchaser is however entitled to withhold a part of the purchase price which is reasonable in relation to the defect.
4. Purchaser shall give Vendor the time and opportunity required to provide the subsequent performance, in particular to hand over the goods concerned for inspection purposes. In the case of replacement delivery, Purchaser shall return to Vendor the defective item according to the relevant statutory provisions. The subsequent performance includes neither deinstallation of the defective item nor installation of the replacement, if Vendor was not originally obliged to install the relevant item.
5. The cost and effort required to carry out the assessment and subsequent performance, in particular transport, travel, work and material costs (not: deinstallation and installation costs) shall be borne by Vendor, where a defect actually exists. If this is not the case, Vendor can demand from Purchaser the corresponding costs incurred from the unjustified request for remedy of the defect (in particular assessment and transport costs), unless the lack of defect was not apparent to Purchaser.
6. In urgent cases, e.g. when operational reliability is jeopardised or to avoid disproportionate damages, Purchaser has the right to remedy the defect itself and to demand reimbursement for the objectively required expenditure to this end. Vendor must be informed without delay about any such activity, if possible beforehand. The right to remedy defects shall not exist if Vendor would have been entitled to refuse the corresponding subsequent performance in accordance with statutory provisions.
7. If the subsequent performance fails or if Purchaser's reasonable deadline for subsequent performance expires fruitlessly or where subsequent performance is unnecessary under the relevant statutory provisions, Purchaser may withdraw from the contract of sale or reduce the purchase price. However, no such right of withdrawal exists for insignificant defects.
8. Purchaser's claims for damages or reimbursement of wasted expenditure also exist, even where defects exist, in accordance with the provisions of IX. of these General Terms and Conditions and are otherwise excluded.
9. If Purchaser has a claim asserted against it by its customer by way of recourse as per Sec. 478 et seq. BGB, Purchaser is thereby obligated to inform Vendor of this claim without delay and in writing, at the latest within fourteen days. Before Purchaser for its part takes the goods back or effects repairs or accepts a price reduction or pays compensation, it is obligated to grant Vendor the opportunity to repair or replace. Purchaser is obligated also to impose this rule on its customer, provided that is not a consumer. The assertion of claims for damages by way of recourse is any case excluded.
10. Contested goods may be returned without Vendor's express consent only after expiry of the reasonable time limit as per VIII point 4.
11. Claims due to any defects are statute barred after one year from the date of delivery of the goods. The statute of limitations under the law applies to claims for damages due to injuries to life, body and health as well as claims for damages due to intentional or grossly negligent violation of obligations (IX. of these Terms and Conditions).


IX. Liability
1. Unless otherwise stipulated in these General Terms and Conditions including the following provisions, Vendor is liable in the event of violation of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
2. Vendor is liable to pay damages - regardless of the legal grounds - in the scope of tortious liability in the case of intent and gross negligence. In the case of simple negligence, Vendor is liable subject to milder liability criteria in accordance with the relevant statutory provisions (e.g. the duty of care in its own affairs) only
a) for damage or loss arising from injury to life, body or health,
b) for damage or loss arising from the not insignificant violation of a material contractual obligation (an obligation which must be fulfilled to enable the due and proper performance of the contract and the observance of which the respective other party to the contract will usually rely on and be entitled to rely on); in this case, Vendor's liability is limited, however, to compensation for damage or losses which can typically be foreseen in this type of transaction.
3. The limitations of liability which follow from IX. point 2 also apply to breaches of obligations by or to the benefit of persons, for whose actions Vendor bears responsibility under the relevant statutory provisions. They do not apply in cases where Vendor has maliciously concealed a defect, or has provided a guarantee for the quality of the goods, and for Purchaser's claims according to the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG).
4. Purchaser may only withdraw from or terminate the contract due to a violation of obligations which do not consist in a defect, if Vendor may be held responsible for the violation of obligations. A free right of cancellation for Purchaser (in particular as per Sec. 651, Sec. 649 BGB) is excluded. Otherwise the statutory requirements and legal consequences shall apply.


X. Reservation of title

1. Vendor retains ownership of the goods sold until complete payment of all current and future claims of Vendor based on the contract of sale and a current business relationship (secured claims).
2. Prior to complete payment of the secured claims, the goods for which title is reserved may neither be pledged to third parties nor assigned by way of security. Purchaser must inform Vendor in writing without delay if an application for commencement of insolvency proceedings has been filed or in the case of third party access (e.g. seizure) in respect of the goods belonging to Vendor.
3. Purchaser is obligated to store the goods for which title is reserved for Vendor carefully and to insure them properly against loss and damage at its own cost. Purchaser hereby assigns, in advance, its claims based on the insurance contracts to Vendor.
4. In case of a breach of contract on the part of Purchaser, in particular non-payment of the purchase price due, Vendor is entitled, under the relevant statutory provisions, to withdraw from the contract and/or to demand the goods be returned, on the grounds of the reservation of title. A demand for return of goods does not also constitute a declaration of withdrawal from the contract; rather, Vendor is entitled merely to demand the goods be returned and to reserve the right to withdraw. If Purchaser does not pay the purchase price due, Vendor may assert these rights only if Vendor has set Purchaser a reasonable time limit for payment which has expired fruitlessly or such a time limit is not required under the relevant statutory provisions.
5. Purchaser is authorised, until such time as the respective right is revoked as per X. point 8 below, to resell and/or process the goods subject to reservation of title in the proper course of business. In such a case, the following provisions shall apply in addition.
6. The reservation of title extends to the full value of the goods produced by processing, mixing or combining Vendor's goods, whereby Vendor shall be considered the manufacturer. If, in the event of processing, mixing or combing with third party goods, the right of property of such third parties endures, Vendor shall thereby acquire co-ownership in relation to the invoiced values of the processed, mixed or combined goods. Otherwise, the same shall apply to the goods produced as to the goods delivered which are subject to reservation of title.
7. Purchaser hereby assigns to Vendor, already at this point, any claims against third parties resulting from the resale of the goods or the product in total or in the amount of any co-ownership proportion due to Vendor as per the aforementioned paragraph by way of security. Vendor hereby accepts the assignment. Purchaser's obligations under X. points 2 and 3 also apply in light of the assigned claims.
8. Even after assignment, Purchaser remains authorised, alongside Vendor, to collect payment according to the claim. Vendor undertakes not to assert the claim for payment provided Purchaser complies with its payment obligations to Vendor, there is no defect in its performance and Vendor does not assert its reservation of title by exercising a right under X. point 4. If this is the case however, Vendor can demand that Purchaser informs Vendor about its assignment of claims and their corresponding debtors, provides all information necessary for collection, supplies all associated documentation and notifies the debtors (third parties) of the assignment. In addition, Vendor is entitled in such a case to revoke Purchaser's authorisation to resell and process the goods subject to reservation of title.
9. If the realisable value of the securities exceeds Vendor's claims by more than 10%, Vendor will, on request of Purchaser, release securities of Vendor's choice.
10. Purchaser is obliged, at Vendor's request, to notify its customers of the respective assignment and to give Vendor the information and documentation necessary for asserting its rights against Purchaser's customers. Purchaser is prohibited from entering into side agreements with its customer which could exclude or impair Vendor's rights in any way. Purchaser may, in particular, not enter into any agreements which invalidate or impair the advance assignment of the claims to Vendor.


XI. Choice of law, place of performance, place of jurisdiction, partial invalidity
1. The entire business relationship between Vendor and Purchaser is governed by German law (HGB, BGB) with the exclusion of the application of the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance for delivery of goods is Vendor's respective shipping point, and for payment its registered office.
3. The place of jurisdiction for all disputes is Bielefeld.
4. If any individual clauses of these sales and delivery terms should be or become wholly or partly invalid, the validity of the remaining clauses shall be unaffected thereby. An invalid provision will be deemed to have been replaced by a valid provision which most closely reflects the economic purpose of the invalid provision.

Last updated: 24 January 2018

 
 

GENERAL TERMS AND CONDITIONS OF PURCHASE

for:

HUNTER International GmbH

Mittelbreede 5, D-33719 Bielefeld

HUNTER Hunde- und Reitsportartikel GmbH,
Mittelbreede 5, 33719 Bielefeld
 

§ 1 General Information, Ambit
(1) These General Terms and Conditions of Purchase (TCP) apply to all business relations with our business partners and vendors (hereinafter: “vendor”). These TCP only apply if the vendor is a businessman (§ 14 of the German Civil Code), a corporate entity under public law or a legal entity under public law.
(2) These TCP apply in particular to contracts on the sale and/or delivery of chattel (hereinafter also referred to as: goods), irrespective of whether the vendor manufactures the goods or acquires them from external suppliers (§§ 433, 651 of the German Civil Code). The respective version of the TCP shall furthermore also serve as a master agreement for future contracts on the sale and/or delivery of chattel with the same vendor without us having to reference them again in each individual case; we will promptly notify the vendor of any changes to the terms of our TCP.
(3) These TCP are exclusively applicable. Deviating, opposing or supplementary general terms and conditions of the vendor will only become a contract component, when and if we have explicitly approved applicability thereof in writing. This approval requirement applies in all cases, including for instance in the event of our acceptance of deliveries from the vendor without reservation, duly aware of the vendor’s general terms and conditions.
(4) Individual agreements made with the vendor in specific cases (including subsidiary agreements, amendments and addenda) take precedence over these TCP in any case. A written contract or our written confirmation is decisive for the content of such agreements.
(5) Legally relevant declarations and notifications which the vendor is required to submit to us following a conclusion of contract (e.g. deadlines, reminders, cancellations) shall be submitted in writing or electronically (e.g. letter, email, fax) to become effective.
(6) References to the applicability of statutory provisions are solely for the purpose of clarification. The legal provisions also apply without such clarification, unless amended or explicitly excluded directly in these TCP.

§ 2 Conclusion of Contract
(1) Our order is not deemed binding until submitted or confirmed in writing. The vendor shall inform us of obvious mistakes (e.g. clerical and arithmetic errors) and incomplete orders, including order documents, for the purpose of correction or completion prior to acceptance thereof; otherwise the contract shall be considered not concluded.
(2) The vendor shall confirm (accept) our order in writing within three business days. The order confirmation shall include the signature of an authorised person as well as the company stamp. The same applies to order changes.
A late acceptance shall be considered as a new offer and will require our acceptance.
(3) We are entitled to cancel orders prior to receipt of a written order confirmation.
(4) Quotations shall be binding and free of charge unless explicitly agreed otherwise.
(5) The object of purchase shall be specified exclusively in the order. Variations in the order confirmation require our specific confirmation.

§ 3 Delivery Time and Delay of Delivery
(1) The delivery time specified in our order is binding. Compliance with the delivery time and delivery date shall be determined by our receipt of goods or service provision. Unless stipulated as delivery “ex works” (DAP or DDP per Incoterms 2010) the supplier shall have the goods ready in a timely manner, taking into account the amount of time required for loading and shipping, to be coordinated with the carrier.
(2) The vendor shall immediately notify us in writing if the vendor expects - for whatever reasons - that they will be unable to meet the delivery time.
(3) If the vendor fails to render service or does not do so within the agreed delivery time or is in default, our rights shall be determined in accordance with statutory provisions – particularly our right to cancellation and compensation. The stipulations under section 2 remain unaffected.
(4) In the event the vendor is in default we shall be entitled to demand a penalty amounting to 0.8% of the order value per full calendar week, the total not to exceed 5% of the net price of the goods delivered late. We reserve the right to prove that greater damage was suffered. The vendor shall be entitled to prove that no damage or significantly less damage was suffered. We shall be entitled to demand the contract penalty in addition to fulfilment and as the minimum compensation owed by the vendor according to the law; the assertion of claims for further damages remains unaffected. If we accept the delayed service, we will assert the penalty no later than at the time final payment is made.

§ 4 Delivery, Transfer of Risk
(1) The vendor shall pack the goods appropriately. Only environmentally-friendly packaging materials shall be used.
(2) Delivery is “ex works”, duty paid (DDP per Incoterms 2010), incl. packaging and insurance, delivery shall be made with respect to the delivery location specified in the order. In the event we are billed separately for packaging on an exception basis under another agreement, we shall be entitled to return it to the vendor carriage paid for a credit in the amount of 2/3 of the value for the packaging specified in the invoice. In the event that the parties enter into an agreement related to invoicing for packaging, said shall only be invoiced at cost.
In the event that the place of destination is not specified or otherwise stipulated, delivery shall be made to our registered office in Bielefeld. The respective place of destination is also the place of fulfilment (debt to be discharged at creditor’s domicile).
(3) Delivery shall include a delivery note indicating the date (issued and dispatch), contents of the delivery (item number and quantity) as well as our order code (date and number). If the delivery note is missing or incomplete, we shall not be held responsible for delays in processing and payment resulting from this. Apart from the delivery note, a corresponding dispatch note with the same content shall be submitted to us.
(4) The vendor shall procure the export and import licences and other official permits, and handle all customs formalities required for the export and import of the goods and, where applicable, for transit through another country.
(5) Partial deliveries require our prior approval.
(6) The risk of accidental loss and of accidental deterioration of the goods is transferred to us upon delivery to the place of fulfilment unless we do not accept the goods within a reasonable period of time, set by the vendor for this purpose in writing after the expiry of the delivery time, in which case we shall then be deemed in fundamental breach of the contract.

§ 5 Vendor’s Additional Obligations
(1) The vendor shall not be entitled to having services owed rendered by a third party (e.g. sub-contractor) without our prior written approval.
(2) The vendor shall include all accessories and instructions required for the intended use of the goods in the delivery.
(3) The vendor shall provide us with a certificate of origin for each object of purchase without being requested to do so. Certificates of origin shall be consistent with pertinent preferential agreements with the EU. The vendor shall further be responsible for the goods complying with regulations applicable in the country of destination.
(4) The vendor shall provide us or our agent with samples for testing purposes. The vendor shall bear the cost of the samples and freight. Upon delivery the sample shall become our property. The vendor guarantees the goods later delivered to correspond with the sample approved by us. In addition to the sample the following documents shall be provided at a minimum: bill of materials including manufacturer and origin, certificates, etc., production schedules, design and layout drawings. The quantity and consignees of the samples shall be specified in the respective order.

§ 6 Pricing and Terms of Payment
(1) The price indicated in the order is binding. All prices are net, not including value added tax, to be indicated separately, where applicable.
(2) Unless otherwise stipulated in isolated cases, the price includes all of the vendor’s services and ancillary services as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).
(3) The stipulated price is due for payment within 60 calendar days from complete delivery and performance (including any inspection where agreed) as well as receipt of a proper invoice. In the event the goods are received after receipt of invoice, the term of payment shall commence on the date the goods are received. Payment is made subject to invoice verification.
(4) The invoice shall indicate the order number. A proper invoice shall further include the following documents:
Proof of delivery (POD) or the bill of lading (B/L) as well as the properly completed inspection report per our procedural provisions regarding the quality standards specified in our instructions for quality assurance, which confirms the quality of goods which meets our satisfaction. Invoices shall not be paid prior to receipt of the respective POD or B/L as well as the inspection certificate and other required documents specified in the respective position.
(5) The vendor shall grant a 3% discount on the net amount of the invoice for any payments we make within 14 calendar days. In the case of bank transfers, payment is duly made when our remittance order is received by our bank prior to expiry of the term of payment; we cannot be held responsible for delays caused by the banks involved in the payment process.
(6) We shall not owe any interest on maturity. The annual default interest rate is 6 percentage points above the base lending rate. Statutory provisions apply to the commencement of our default. Deviating hereof, the vendor shall always be required to submit a written reminder.
(7) We shall be entitled to offset and retention as well as the right to claim non-performance of contract to the extent of the law. We shall particularly be entitled to withhold outstanding payments so long as we are still entitled to assert claims against the vendor for incomplete or faulty performance.
(8) The vendor shall only be entitled to offset or retention for counter-claims established as final and absolute or undisputed.

§ 7 Confidentiality
(1) Illustrations, plans, drawings, calculations, executive instructions, product descriptions and other documents we provide for the vendor in line with our business relationship shall be treated as strictly confidential by the vendor and shall remain our property. Such documents may solely be used by the vendor for the contractual service and shall be returned to us upon performance of the contract. The vendor shall not disclose said documents to third parties, including in the period after termination of the contract. The vendor’s duty of confidentiality shall remain effective until the information contained in the documents provided has become common knowledge.
(2) The preceding provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other objects we make available to the vendor for production. The vendor shall store such objects – so long as they are not processed – at his expense and adequately insured against damage and loss.
(3) Any technical and business information to which we provide access shall not, if and when not verifiably deemed public knowledge, be disclosed to third parties and may only be made available to persons at the vendor’s company who are required to use said information for the purpose of delivery and who are also obligated to confidentiality. Such information or products manufactured or marked with such information and means of production, trademarks and make-ups shall not be duplicated or used in terms of value, or ultimately supplied to third parties without our prior written consent.
(4) The vendor shall not use products manufactured based on documentation created by us, such as drawings, models, etc., or based on our confidential specifications or using our tools or replicated tools, nor offer or supply said products to third parties. This also applies to our print orders accordingly.
(5) Upon our request, the vendor shall return to us all information and objects we provided or loaned promptly and in full.
(6) For every case of infringement of sections 1 to 5, the parties agree the vendor shall pay us a penalty in the amount of EUR 50,000.00 under exclusion of continuation of offence.

§ 8 Provision, Retention of Title
(1) Any processing, mixing or combining (further processing) of the objects provided is carried out for us by the vendor. The same applies to our further processing of the delivered goods, so that we are deemed the manufacturer, thus acquiring ownership of the product no later than when said goods are processed further in accordance with statutory provisions.
(2) It is imperative that the goods shall be transferred to us regardless of the payment of the costs. However, in the event that we accept the vendor’s offer for transfer conditional on payment of the purchase price on an exception basis, the vendor’s retention of title expires no later than upon payment of the purchase price for the goods delivered. In the normal course of business, we shall also be authorised to resell the goods, including in the period prior to paying the purchase price, with the advance assignment of the claim resulting therefrom (alternatively applicability of simple retention of title is extended to resale). All other forms of title retention are in any case consequently excluded, in particular extended or assigned retention of title and retention of title extended to resale.

§ 9 Non-Competition Clause
(1) For the duration of our business relationship, the vendor shall not manufacture competing articles (i.e. accessories for dogs, cats and horses) for another manufacturer, buyer or customer or other third parties, have said articles manufactured by third parties or enable production thereof, or work for said parties, or directly or indirectly hold shares in a rival business or support said business in any other manner.
(2) For every case of infringement the parties agree we shall receive a penalty in the amount of EUR 30,000.00 under exclusion of continuation of offence.

§ 10 Defective Delivery
(1) Unless otherwise defined below, our rights in the event of defects in goods (including incorrect and short delivery as well as inadequate assembly, operating or user instructions) and other breaches of duty committed by the vendor shall be subject to statutory provisions.
(2) Under statutory provisions the vendor is specifically liable for the goods being of the stipulated quality at the time the risk is transferred to us. In any case, the product descriptions, which – in particular based on a description or reference in our order – are the object of the respective contract or were incorporated into this contract in the same manner as these TCP, shall be regarded as an agreement on the quality. Whether the product description is provided by us, the vendor or the manufacturer is irrelevant.
(3) Notwithstanding § 442 sec. 1 sentence 2 of the German Civil Code, we shall be entitled to claims for defects without restriction, even if the defect remained unknown at the time the contract was concluded due to gross negligence.
(4) Statutory provisions (§§ 377, 381 of the German Commercial Code) apply to the commercial duty to examine and give notice of defects, subject to the following condition: Our duty to examine is limited to defects identifiable by external examination during incoming goods inspection, including the delivery documents as well as in the course of our quality control through random sampling (e.g. transport damages, incorrect and short delivery). There is no duty to examine when inspection is stipulated. Furthermore, it depends on to what extent an examination is feasible, taking into account the circumstances of the individual case during the normal course of business.
Our duty to inform of defects identified at a later point in time remains unaffected. In the event a defect is discovered upon delivery, during examination or after the fact, we shall immediately provide written notification thereof (notice of defect). In all cases our notice of defect is deemed prompt and in due time if obvious defects are reported to the vendor within five business days from delivery, and for defects not identifiable during examination within the same period from discovery thereof.
(5) However, the vendor shall also bear costs incurred for the purpose of inspection and rectification if it becomes evident a defect in fact did not exist. Our liability for damages for an unwarranted rectification request remains unaffected; however, in this respect we shall only be liable if we detected or were grossly negligent in failing to detect a defect did not exist.
(6) In the event the vendor does not fulfil its obligation to supplementary performance – at our own discretion by eliminating the defect (repair) or by delivering a product free of defects (replacement) –  within a reasonable amount of time set by us, we shall be entitled to eliminate the defect ourselves and demand compensation for expenses incurred in this respect or demand a respective advance payment from the vendor. A deadline is not required if the vendor’s supplementary performance fails or is unacceptable to us (e.g. due to particular urgency, endangerment of operational safety or imminent risk of disproportionate damage); in this case we shall promptly inform the vendor of such circumstances, where possible in advance.
(7) According to statutory provisions we shall further be entitled to reduce the purchase price or withdraw from the contract. Moreover, according to statutory provisions we are entitled to compensation and reimbursement of expenses.

§ 11 Indemnity
(1) The vendor shall indemnify us from all third party claims asserted against us and/or our managing directors and/or shareholders for products or materials supplied by the vendor for any trademark, industrial design, utility model, patent, copyright and other intangible property rights or due to infringement of competition law, provided the vendor is at fault.
The vendor shall bear any costs of appropriate legal defence and prosecution against third parties incurred by us in this regard.
(2) In the event industrial or other intellectual property rights are enforced against us or a legal defect related to the goods is otherwise determined, we shall not forfeit legal remedies to which we are entitled due to the fact we did not notify the vendor thereof.
(3) The vendor shall inform us immediately after becoming aware of any claims of the nature of those stated in sec. (1) and consult with us in detail in the event such claims are asserted against the vendor.

§ 12 Manufacturer Liability
(1) In the event that the vendor is responsible for a product defect, he shall indemnify us from third party claims provided the cause is within the vendor’s control and organisation and the vendor is personally liable in relation to third parties.
(2) In line with its indemnity obligation, pursuant to §§ 683, 670 of the German Civil Code the vendor shall compensate for expenses resulting from or in connection with third party claims, including product recalls we conducted. We shall inform the vendor – where possible and reasonable – of the content and extent of recall measures and give the vendor the opportunity to comment. Any other statutory claims remain unaffected.
(3) The vendor shall procure, maintain and upon request provide proof of product liability insurance with a lump sum coverage of at least 5 M EUR per personal injury/property damage.

§ 13 Rights of Withdrawal and Termination
In addition to the statutory rights of withdrawal, we shall be entitled to withdraw from or terminate the contract with immediate effect if
-    the vendor has ceased operations;
-    the vendor is in breach of a duty arising from the contract concluded with us and fails to remedy such within a reasonable amount of time not to exceed 30 days from the date of notice.

§ 14 Statute of Limitations
(1) Unless otherwise stipulated below, the contracting parties’ reciprocal claims lapse in accordance with statutory provisions.
(2) Notwithstanding § 438 sec. 1 no. 3 of the German Civil Code, the general statute of limitations for claims for defects is 3 years from the transfer of risk. Where inspection is stipulated, the statute of limitations shall commence at the time of inspection. The 3-year statute of limitations also applies accordingly to claims resulting from defects of title; the statutory limitation period for third party actions in rem (§ 438 sec. 1 no. 1 of the German Civil Code) remains unaffected; in any case, claims resulting from legal defect moreover do not lapse so long as the third party is still able to assert the right – particularly in the absence of a statute of limitation – against us.
(3) The statutes of limitations under sale of goods law including aforementioned extension apply – to the extent of the law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to defect, the regular statutory limitation period shall apply (§§ 195, 199 of the German Civil Code) if the application of the statutes of limitations of the purchase right does not, in isolated cases, result in a longer statute of limitations.

§ 15 Applicable Law and Jurisdiction
(1) These TCP and all legal relations between us and the vendor are subject to the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods. Requirements and effects of the retention of title are subject to the laws at the respective location of the goods if under those laws the choice of German law is prohibited or void.
(2) In the event the vendor is a merchant as defined by the German Commercial Code, a corporate body under public law or special fund under public law, the exclusive place of jurisdiction – also internationally – for all disputes resulting from this contractual relationship is Bielefeld. However, we shall also be entitled to file action at the place of fulfilment of the delivery obligation. Overriding statutory provisions, particularly related to exclusive jurisdiction, remain unaffected.

Dated: 12 October 2017