Bornemann‑Etiketten GmbH: General Terms and Conditions of Sale and Supply

 § 1
General – Scope of application

1. The following provisions shall only apply to companies within the meaning of § 14 BGB (German Civil Code). These provisions shall apply to all purchase agreements, contracts for work and services and delivery contracts concluded with us, unless these contracts have been concluded via the use of our Webshop. The “General Terms and Conditions of Sale and Delivery for the Bornemann-Webshop” shall apply to all contracts concluded via the use of our Webshop.
2. Our Terms and Conditions shall apply exclusively. We shall not recognise opposing terms and conditions of our customers or those that deviate from our Terms and Conditions. This shall not apply if we explicitly agree to opposing terms and conditions of the customer. In the event that we effect delivery without reservation in the knowledge of such opposing terms and conditions of the customer to whom we deliver, those opposing terms and conditions of the customer shall not be recognised.
3. Any and all agreements that have been concluded between us and the customer are contained in this contract. Additional or supplementary agreements to this contract do not exist.

§ 2
Offer 
1. Our offers are non-binding and without obligation.
2. Our prices apply to delivery ex works plus the statutory VAT, packaging and transport insurance.
3. Any offers as well as any samples and production documents provided in connection with an offer remain our property. We shall also retain all other rights to the above, in particular copyright. All offers as well as samples and production documents made available in connection with such offer shall be treated as confidential. They may not be made accessible to third parties without our prior explicit written consent, nor may they be used in the course of contract negotiations for orders with third parties, nor for follow-up projects.

§ 3
Conditions
1. The item (purchase item) offered by us is exclusively suitable for use in combination with other items.
2. It is the responsibility of the customer to verify whether the purchase item can be used by the customer, in particular to verify whether the material that the purchase item has been made from is compatible with the material of the item with which the purchase item is to be combined. For this purpose, the customer shall be provided with a sample by us.

 § 4
Payment – Overdue Fees
1. Our claims shall become due and payable immediately (from the date of invoice). The terms of payment defined in the order confirmation shall apply.
2. The customer shall only be entitled to offsetting or retention of due payments on the basis of counter claims that are uncontested or have been determined with legal finality. The exercise of a right of retention shall only be admissible if it is based on the same contractual relationship.
3. We shall be entitled to charge fees for overdue payment notices in the amount of € 2.50 each.

§ 5
Delivery and Passing of Risk
1. The contract shall be deemed executed in the event of excess or short deliveries of up to 10 %.
2. The delivery period stated by us shall commence on the date that the customer has provided us with all the necessary information and materials that are required for the execution of the customer’s order, in particular with all materials and technical information required for such manufacture. In the event that an advance payment has been agreed with the customer, the stated delivery period shall commence not before receipt of such payment. The time allowed for delivery shall be extended appropriately in the event that the customer wishes to make subsequent changes and provided that an agreement has been reached on such changes.
3. The risk of accidental loss and accidental damage of the item shall be transferred to the customer at the time when the item has left our premises for dispatch to the customer.

§ 6
Security for Our Claims
1. We shall retain ownership of the purchase item supplied by us until full payment of all claims resulting from our business relationship with the customers have been made. Should the purchase item be combined with other goods by the customer, and in the event that our ownership in the purchase item thereby ceases to exist and we do not acquire ownership in the unified item (new item) resulting from the combination of materials pursuant to statutory provisions, the customer shall already at the moment of the conclusion of the contract assign to us co-ownership rights to the new item according to the ratio of the value of the purchase item compared to the value of the goods that are combined with the purchase item. The same shall apply in cases where the purchase item is inseparably mixed with other items that are not our property and/or where the purchase item is processed or altered. The customer shall store all new items that are subject to our (co-) ownership on our behalf.
2. The customer shall be entitled to sell any purchase items/new items that are subject to our ownership rights (including co-ownership rights) only in the ordinary course of business on its usual terms and conditions, and only as long as he is not in default. Where applicable, the customer shall hereby assign its receivables resulting from resale to us. In the event of the sale of new items to which we have co-ownership rights pursuant to § 6 No 1, a portion of the accounts receivable shall be assigned to us corresponding to our co-ownership share. If the customer should sell the purchase items/new items along with other goods to which we do not have ownership rights, the claims arising from the resale shall be assigned to us according to the ratio of the value of the items delivered by us compared to the value of the other sold goods. We hereby accept the aforementioned assignment of claims by the customer.
3. The customer shall be entitled to recover any claims arising from the resale, unless we recall the direct debit authorisation. At our request, the customer shall be obliged to notify its customers of the assignment of claims to us immediately and to provide us with the necessary information and documents required for collection.
4. The customer shall not be entitled to make any further assignments of such claims that he has assigned to us.
5. At the request of the customer, we undertake to release the securities due to us, insofar as the realisable value exceeds the claims to be secured by more than 20%.

§ 7
Warranty
We shall warrant any defect under the provision of the following conditions:
1. § 377 HGB (German Commercial Code) shall apply.
2. All warranty claims shall expire after one year after the date of delivery of the purchase item. The provisions specified in § 479 BGB shall remain unaffected.
3. Insofar as a defect exists in the purchase item, we shall be entitled to provide for subsequent performance at our option by means of either correcting the defect or by delivering a new defect-free item. In the event that subsequent performance fails, the customer shall be entitled to opt for either a reduction in price or withdrawal from the contract.
4. For any claims of compensation for damages § 8 shall apply.

§ 8
Liability / Compensation for Damages
1. Any compensation claims on the part of the customer and any claims for compensation for futile expenses the customer may raise against us, our legal representatives and/or performing- or vicarious agents, irrespective of their legal grounds, shall be excluded, in particular for failure to  perform obligations under the contract with the customer and/or claims arising from tort (hereinafter: “claims for compensation”).
2. This shall not apply if we, our legal representatives and our vicarious or performing agents should be guilty of intention or gross negligence and/or in the case of a breach of material contractual obligations. In this context, material contractual obligations are those which enable the fulfillment of the orderly performance of the contract in the first place and in the compliance of which the contracting party may and will rely upon on a regular basis, in particular such duties that entail mutuality of obligation.
3. Where no intentional or grossly negligent breach of contract can be attributed to us, the extent of liability shall be limited to the compensation for the foreseeable damage typical for contracts of this type.
4. The provisions of this Paragraph shall also apply in the event that the customer instead of a claim for compensation of the loss should demand the reimbursement of wasted expenditure.
5.The aforementioned limitations of liability shall not apply insofar as our liability is legally mandatory, e.g. liability according to the Product Liability Act or liability for death, physical injury or damage to health, or to the extent that we assumed a corresponding guarantee. 
6. Insofar as our liability is excluded or limited on the basis of the aforementioned provisions of this Paragraph, this shall also extend to the personal liability of our employees’, staff members, co-workers, representatives and agents.

§ 9
Force Majeure
We shall not bear any risk of events and circumstances whose occurrence is beyond our control and therefore may not be controlled by us, including acts of God, strikes and lockouts, 
occurrences of force majeure etc. Should any such circumstances and events arise, the rules that apply on the basis of the transaction having ceased to exist shall be valid between the parties.

§ 10
Obligations of the Customer
1. We cannot meet our contractual obligations without the cooperation of our customer. Against this background, the customer undertakes to conduct all performances/actions that are required by us for the fulfillment of our contract obligations in accordance with its contractual obligations. This shall apply particularly to the acceptance of the purchase item. This shall apply in particular to the acceptance of the purchase item. These actions shall be owed by the customer to the same extent as the contractually agreed upon remuneration. If the customer violates this obligation, he may be in default of payment.
2. In the case of seizures of goods or other interventions by third parties with regard to our ownership, the customer has to inform us immediately in writing so that we may exercise the appropriate legal remedies and steps.

§ 11
Other Provisions
1. Place of performance and exclusive place of jurisdiction for deliveries and payments as well as all disputes arising shall be the place where we have our registered offices. We shall be entitled to bring legal action against the customer at its general place of jurisdiction.
2. The law of the Federal Republic of Germany shall apply; the UN-Convention on the International Sale of Goods shall not apply.
3. If any provision of this agreement is or becomes ineffective or invalid, the remaining provisions shall remain unaffected thereby.

Status: November 2015