I. SCOPE
1. Our GTC apply only to companies, corporate bodies under public law and special funds under public law.

2. Our GTC apply exclusively. We do not accept contrary terms or terms on the part of the purchaser that deviate from our terms of sale unless these have been explicitly agreed to by us in writing. Our GTC apply even if we deliver to the purchaser without reservation and are aware of contrary terms or terms on the part of the customer that deviate from our GTC.

3. Our GTC also apply to any future business with the customer even without specific reference to them.

II. OFFERS, CATALOGUES, CONCLUSION 
1. HAKRO only delivery to traders under the terms of Article 14 of the German Civil Code. We reserve the right only to supply to those customers who have applied to us for a new customer check, including a credit check, and who have been accepted by us as specialist retailers for HAKRO products. We also reserve the right not to supply to any customers who no longer meet our quality requirements for specialist retailers.

2. The information contained in the HAKRO product catalogues and price lists and on HAKRO's website is non-binding and subject to change.

3. The customer's order is to be qualified as an offer under the terms of Article 145 of the German Civil Code, and may be accepted by us within two weeks in an order confirmation or, by our choice, with shipment of the ordered goods.

4. Samples and drawings of special orders produced by HAKRO must be approved by the customer in writing before manufacture.

III. DELIVERY TIMES, DELIVERY DELAYS
1. All delivery times become binding only when they have been specifically confirmed in writing by HAKRO. We shall inform the customer of any delays as soon as possible.

2. Part deliveries are permitted, and commit the customer to payment of the proportional purchase price unless the customer legitimately is not interested in the partial performance.

3. Meeting our delivery obligation also requires timely and correct fulfillment of the customer's obligations.

4. If the conditions for the delay in acceptance are fulfilled, the risk of accidental loss or accidental deterioration of the object of sale will pass to the customer at the time when the latter becomes in default of taking delivery.

5. In the event of us being unable to carry out any accepted orders due to difficulty, or if they are delayed or become impossible for reasons that are not our responsibility, we are entitled to postpone the delivery/remaining delivery by the period of this impediment or, in the event of the disturbance not being temporary, to withdraw from the contract either partly or in full unless we are in arrears. In the event of withdrawal, we are obliged to inform the customer of the non-availability without delay and to reimburse any reciprocal services by the customer without delay. Partial withdrawal is only possible if the customer is interested in the partial service. We are not responsible, for instance, for official intervention, operational disruptions, strike, lockout, disruptions resulting from political or economic circumstances, lack of raw and operating materials, transportation delays resulting from traffic disruptions, and unavoidable events experienced by us, our suppliers or external companies who are reliant on the preservation of our operation. The lack of required operating and raw materials only entitles us to extend the delivery time or to withdrawal if we have concluded a specific cover transaction with our suppliers before conclusion of the contract and are not responsible for the failure to deliver. The customer is not entitled to any compensation from HAKRO in the event of withdrawal from the contract for any of the above reasons.

IV. TRANSFER OF RISK; TRANSPORT INSURANCE
1. Unless stated otherwise in the acknowledgment, delivery is "ex works".

2. The risk passes to the customer once the object of the delivery has left the works, i.e. when we have passed the goods to the forwarding agent, the freight carrier or any other person or establishment appointed to carry out the delivery even if freight-free delivery has been agreed.

3. We will arrange transport insurance at the customer's request to cover the delivery. The expenses of this shall be borne by the customer.

V. DEFFECTS; WARRANTY AND LIABILITY
1. The customer's warranty claims require the latter to have properly fulfilled his obligations of inspection and notification of any defects in accordance with Article 377 of the German Commercial Code. If the purchased goods are indeed found to be flawed, they will either be remedied or replaced at our discretion. In the case of remedy or replacement of the goods, we shall bear all the associated necessary expenses, in particular transport, travel, labour and material costs. Should the rectification fail more than twice, then the customer shall be entitled, by his choice, to cancel the contract or demand a reduction in the purchase price.

2. The period of limitation for claims for defects is one year from delivery of the purchased object to the customer. The statutory period of limitation in the event of recourse against a supplier in accordance with Articles 478 and 479 of the German Civil Code are not affected; it is five years from delivery of the defective object. Nor are statutory periods of limitation affected resulting from claims for compensation due to culpable injury to body, health and life and other deliberate and grossly negligent violations of obligations on the part of HAKRO, its legal representatives and agents.

3. HAKRO is liable in accordance with the law for culpable breaches of essential contractual obligations. Essential contractual obligations are ones whose fulfillment is a fundamental prerequisite for the proper fulfilment of the contract in the first place and which the contractual partners may normally trust will be complied with (so-called cardinal duties). In the event of minor negligent breaches of essential contractual obligations, the amount of HAKRO's liability will be limited to reimbursement of the expected foreseeable damage.

4. HAKRO shall be liable in accordance with the law in the event of intent and gross negligence on the part of HAKRO and/or a legal representative of HAKRO and/or an agent of HAKRO. The same shall apply in the event of culpable injury to life, body or health by HAKRO, a legal representative of HAKRO or an agent of HAKRO. Furthermore, compulsory liability on the part of HAKRO under the German Product Liability Act shall remain unaffected.

5. Unless stated otherwise above, HAKRO's liability is ruled out.

VI. RETURNS
1. Correctly delivered, flawless goods may only be returned with the prior written consent of HAKRO. Shipments will always be freight-free. In these cases, the customer will bear the risk of damage until we receive the goods.

2. If we accept the returned goods, we will charge the customer 15% of the calculated net value of the goods as the processing costs for restorage, and as a minimum charge €15.00. The customer will receive a credit note to the amount of the calculated value of the goods minus the processing charges. However, the customer shall have the option of proving that the processing charges for restorage have not been incurred or are significantly lower.

3. Damaged goods, goods with a special finish and special orders cannot be returned.

VII. SECURITY RIGHTS
1. HAKRO retains ownership of the purchased goods until full payment of all claims, including future ones, arising from the business relationship with the customer. In the case of breach of contract by the customer, in particular in the event of payment default, HAKRO shall be entitled to take back the purchased goods. Repossession of the goods does not constitute withdrawal from the contract unless HAKRO expressly declares this in writing in advance. HAKRP is entitled to reuse the goods in question. The proceeds will be credited to the customer's liability after deduction of the costs. Any excess will be paid out.

2. The customer shall treat the object of sale carefully and in particular shall, at his own expense, insure it adequately at replacement value against damage by fire, water and theft.

3. In order to safeguard HAKRO's rights under the terms of Item 1, the customer will assign to us at this stage all claims against his buyers or third parties in the amount of the final invoice balance (including VAT) that arise from the resale, regardless of whether the goods are resold without or after having been processed. The customer is authorised to collect this debt even following assignment to us. This does not affect HAKRO's authority to collect the claim. HAKRO shall undertake not to collect the claim as long as the customer meets his obligations of payment from the revenues received, does not default payment and in particular does not file for bankruptcy or stop payment. Should this be the case, however, HAKRO may demand that the customer give us details of the assigned claims and the debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of assignment. We thereby accept the customer's declarations of assignment.

4. The customer will immediately notify HAKRO of any seizures or other third-party interventions against the reserved property so that a complain may be lodged in accordance with Article 771 of the Code of Civil Procedure. If the third party is not in a position to reimburse HAKRO for the judicial or extra-judicial costs for such a complaint, the customer shall be liable for the resulting loss caused to HAKRO.

5. The customer is entitled to resell the purchase goods in the ordinary course of business or to process them unless he assigned his claim against his contractual partner to a third party or agreed a non-assignment clause in advance.

6. The processing or refashioning of the purchased goods by the customer shall always be on HAKRO's behalf. If the purchased goods are processed with other items that do not belong to the customer, then HAKRO shall acquire joint ownership of the new item in the proportion of the value of the object of sale (final invoice amount including VAT) to the other processed objects at the time of processing. Apart from that, the object created by processing shall be governed in the same way as the provisions applying to reserved goods.

7. HAKRO agrees to release the security it holds at the customer's request insofar as the realisable value of the security exceeds the claims to be secured by more than 10%. The choice of security to be released shall be made by HAKRO.

8. The customer may not assign his claims against subsequent purchasers to third parties nor pledge them nor agree to a non-assignment clause.

VIII. PRICES AND TERMS OF PAYMENT 
1. Unless otherwise provided in the order confirmation, our prices are "ex works" plus the legal rate of VAT, including packing. Shipping costs will be charged separately.

2. Unless stated otherwise in the order confirmation, the purchase price is payable net (with no deductions) within 14 days of the date of the invoice.

3. Any discount is based on the statutory provisions in the price list in the column "Order information", unless otherwise agreed in the order confirmation.

4. The customer shall only have rights of off-set if his counterclaims are uncontested, recognised by us, or have been determined by a court or ready for a decision in legal proceedings. Moreover, he is entitled to exercise a right of retention only if a counterclaim is based on the same contractual relationship.

5. All our claims, even in the event of extension, shall become due immediately as soon as the customer defaults on the fulfilment of other liabilities towards us, stops making payments, is overindebted, applies for or opens insolvency proceedings over his assets, or if the opening is rejected due to a lack of mass, or if we become aware of facts that decisively call into question the creditworthiness of the customer, so that our claim for payment appears to be endangered. We are then free to decide whether to recall the delivered goods, to make further deliveries dependent on payments in advance or securities or to withdraw from the contract and to claim for compensation on the grounds of non-fulfilment.

6. Bills of exchange and cheques will only be accepted by prior special agreement for fulfilment only, and including all collection and discount charges.

7. In accordance with article 367 of the German Civil Code, payments received from the customer will first be offset against costs, then interest, and finally against the main amount unless the customer has expressly made other payment conditions.

IX. RIGHTS TO USE LOGOS, ITEM PICTURES AND TEXTS
1. The customer is only authorised to use HAKRO logos, item pictures and texts as detailed in the separate "Agreement regarding the use of logos, item pictures and texts of HAKRO GmbH" ("Usage agreement").

2. Should the customer violate the Usage agreement, we shall be entitled to refuse to deliver and/or accept orders.

X. SPECIAL CONTRACT CONDITIONS, FINISHING CONDITIONS
In addition to these GTC, our special contract conditions "Order information" in the price list also apply. In the event of discrepancies, the rulings in these GTC take precedence.

XI. PLACE OF JURISDICTION, APPLICABLE LAW, PLACE OF PERFORMANCE
1. If the customer is a merchant, the place of jurisdiction is the registered office of HAKRO GmbH. However, HAKRO is also free to initiate legal proceedings against the customer at the customer's general place of jurisdiction.

2. The material law of the Federal Republic of Germany applies excluding the UN Convention on Contracts for the International Sale of Goods.

3. Unless otherwise stated in the order confirmation, the place of performance is the registered office of HAKRO GmbH.