General Terms and Conditions of Sale and Delivery

§1 General

1.1 The following Terms and Conditions shall apply to all present and future deliveries, services, quotations and order confirmations issued by Sintron Distribution GmbH (hereinafter referred to as the "Supplier").

These General Terms and Conditions shall apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

1.2 Any oral collateral agreements, guarantees, amendments or modifications to the contract shall only become legally effective upon written confirmation by the Supplier.
Any amendments or supplements to this Agreement must be made in text form (Textform). Mandatory statutory formal requirements shall remain unaffected.

1.3 The Purchaser's general terms and conditions shall only apply if expressly acknowledged by the Supplier in text form. They shall not become part of the contract by acceptance of the order.

1.4 All quotations are subject to change and non-binding unless expressly agreed otherwise.
Unless otherwise agreed, the Supplier's order confirmation shall exclusively determine the scope of deliveries and/or services (hereinafter collectively referred to as the "Deliveries").

1.5 The Supplier generally permits the use of its product images, graphics, logos and other copyrighted materials for printed advertising media such as catalogues and brochures.
The use of such materials on the Internet or in digital media shall require the Supplier's prior written consent.

§2 Prices and Terms of Payment

2.1 Unless otherwise agreed, all prices are quoted ex works at the Supplier's registered office and exclude freight, packaging, insurance and any ancillary costs. Value Added Tax (VAT) shall be charged separately at the applicable statutory rate.

2.2 Payments by cheque shall be accepted subject to successful clearance only.
Bills of exchange shall only be accepted upon prior agreement. All collection and discount charges shall be borne by the Purchaser.

2.3 If the Purchaser is more than ten (10) days in default with any payment, including payment obligations arising from other legal transactions, or if the Purchaser suspends payments or suffers a material deterioration of its financial situation, all outstanding claims of the Supplier arising from all existing contractual relationships shall become immediately due and payable.
In such event, the Purchaser shall no longer be entitled to any discounts or rebates previously granted.

2.4 The Purchaser shall not be entitled to withhold payments due to disputed complaints or disagreements of any kind, nor shall it be entitled to set off claims unless such counterclaims are undisputed, ready for decision or have been finally established by a court of law.

2.5 For insurance-related reasons, new customers shall be required to make their first three (3) payments exclusively by advance payment, PayPal or cash on delivery (COD).
The minimum order value shall be EUR 50.00.

§3 Delivery Periods and Delay

3.1 Unless otherwise agreed, any agreed delivery period shall commence upon receipt of the Supplier's order confirmation, but not before the Supplier has received all documents, information and approvals required for execution of the order and the Purchaser has fulfilled all of its contractual obligations, including any agreed advance or down payments.

Compliance with the delivery period shall be subject to the Supplier receiving correct and timely deliveries from its own suppliers and to the absence of unforeseen events beyond the Supplier's reasonable control, including but not limited to force majeure, strikes, lockouts or other circumstances for which the Supplier is not responsible.

In such cases, the delivery period shall be extended by a reasonable period. The Supplier shall inform the Purchaser accordingly.

3.2 The delivery period shall be deemed complied with if the delivery item has left the Supplier's warehouse before expiry of the delivery period or if notice of readiness for dispatch has been given.

If dispatch or acceptance of the delivery item is delayed for reasons attributable to the Purchaser, the Purchaser shall bear all resulting costs incurred beginning one month after notification that the goods are ready for dispatch or acceptance.

3.3The Purchaser may withdraw from the contract without granting an additional period if performance becomes permanently impossible for the Supplier before the transfer of risk.

Furthermore, the Purchaser may withdraw from the contract if, in the case of a purchase order, only part of the delivery becomes impossible and the Purchaser has a legitimate interest in refusing the partial delivery.

Otherwise, the Purchaser shall pay the proportionate contractual price relating to the partial delivery.

The same shall apply where the Supplier is unable to perform. Section 7.2 shall otherwise apply.

§4 Dispatch

4.1 If shipment or delivery is postponed at the Purchaser's request for more than one (1) month after notification that the goods are ready for dispatch, the Supplier may charge storage costs amounting to 0.5% of the price of the goods for each commenced month, up to a maximum of 5% of the total value of the delivery items.

Either party shall remain entitled to prove that higher or lower storage costs have actually been incurred.

4.2 Unless otherwise agreed, shipment shall be effected at the Purchaser's expense and risk.

The Supplier shall determine the method and route of shipment at its reasonable discretion and with the diligence of a prudent merchant. The Supplier and its agents shall only be liable for insufficient care in cases of intent or gross negligence.

4.3 All shipments shall be covered by transport insurance from the time they leave the Supplier's warehouse. The corresponding insurance costs shall be borne by the Purchaser.

4.4 Transport damage must be reported to the Supplier in writing within seven (7) days after receipt of the goods together with appropriate supporting evidence.

The Purchaser's statutory rights shall remain unaffected.

4.5 Within Germany, deliveries with a net order value of EUR 1,000.00 or more shall be free of freight charges.

This shall not apply to deliveries made under special pricing agreements or to bulky and/or heavy goods, such as loudspeakers or projection screens, which require separate shipment or transport by freight carrier.

Subsequent deliveries shall be made free of freight charges provided they could have been shipped together with the original delivery in the same package

§5 Retention of Title

5.1 All delivered goods shall remain the property of the Supplier ("Reserved Goods") until all present and future claims arising from the business relationship have been fully satisfied, irrespective of their legal basis, including conditional and future claims, even if payments are made in respect of specifically designated claims.

5.2 Any processing or transformation of the delivered goods shall be carried out on behalf of the Supplier as manufacturer within the meaning of Section 950 German Civil Code (BGB), without imposing any obligation upon the Supplier.

Processed goods shall likewise be deemed Reserved Goods.

If the delivered goods are processed, combined or mixed with other goods, the Supplier shall acquire co-ownership of the newly created item in proportion to the invoice value of the delivered goods relative to the invoice value of the other materials used.

Where ownership of the Supplier ceases through combination or mixing, the Purchaser hereby assigns to the Supplier its ownership rights in the new item to the extent corresponding to the invoice value of the Reserved Goods and shall hold such rights in safe custody free of charge.

Such co-ownership rights shall likewise constitute Reserved Goods.

5.3 The Purchaser shall be entitled to resell the Reserved Goods only in the ordinary course of business and under its normal business conditions, provided that it is not in default of payment.

The Purchaser shall not be entitled to dispose of the Reserved Goods in any other manner.

5.4 The Purchaser hereby assigns to the Supplier all claims arising from the resale of the Reserved Goods.

Such assigned claims shall serve as security to the same extent as the Reserved Goods themselves.

Where Reserved Goods are sold together with goods not supplied by the Supplier, the assignment shall apply only to the amount corresponding to the resale value of the Supplier's goods.

If the Supplier owns only a co-ownership share pursuant to Clause 5.2, the assignment shall be limited accordingly.

5.5 If the Purchaser includes claims arising from resale in a current account relationship with its customer, the resulting current account claim shall likewise be assigned to the Supplier.

After balancing of the account, the acknowledged balance shall replace the assigned claim up to the amount originally secured.

5.6 Until revoked by the Supplier, the Purchaser shall remain authorised to collect the assigned receivables.

Assignment of such receivables to third parties, including factoring institutions, shall require the Supplier's prior written consent.

Upon request, the Purchaser shall immediately notify its customers of the assignment and provide the Supplier with all information and documentation necessary for collection.

5.7 Where payment is made by cheque, ownership of the cheque shall pass to the Supplier as soon as acquired by the Purchaser.

Where payment is made by bill of exchange, all rights arising therefrom are hereby assigned to the Supplier in advance.

Delivery of such instruments shall be replaced by the Purchaser holding them in custody for the Supplier or assigning any claim for surrender against third parties.

The Purchaser shall immediately endorse and deliver such instruments to the Supplier.

5.8 The Purchaser's right to possess the Reserved Goods shall expire if it fails to fulfil its obligations arising from this or any other contract concluded with the Supplier.

In the event of such breach, particularly default in payment, the Supplier shall be entitled, after issuing a reminder, to repossess the Reserved Goods, and the Purchaser shall surrender them accordingly.

5.9 The Purchaser shall immediately notify the Supplier of any attachment or interference by third parties and shall provide all information and documents required to safeguard the Supplier's rights.

The filing of insolvency proceedings against the Purchaser shall entitle the Supplier to withdraw from the contract and demand immediate return of the Reserved Goods.

5.10 If the value of the securities exceeds the secured claims by more than twenty percent (20%), the Supplier shall, upon request, release securities of its choice to the corresponding extent.

5.11 The Purchaser shall insure the Reserved Goods adequately against fire, water damage and theft.

5.12 Where the law applicable at the Purchaser's place of business requires special formalities for the transfer of ownership or creation of security interests, the Purchaser shall fulfil such requirements at its own expense.

§6 Warranty and Liability

Material Defects

6.1 At the Supplier's discretion, defective goods shall either be repaired or replaced free of charge provided that the defect existed before the transfer of risk.

The Purchaser shall notify the Supplier of any such defects without undue delay in writing.

Replaced parts shall become the property of the Supplier.

6.2 The Purchaser shall allow the Supplier sufficient time and opportunity to carry out all repairs or replacement deliveries deemed necessary.

Otherwise, the Supplier shall be released from liability for any resulting consequences.

6.3 Provided the complaint proves justified, the Supplier shall bear the direct costs of repair or replacement, including shipment of replacement parts.

6.4 Subject to the statutory provisions, the Purchaser shall be entitled to withdraw from the contract if the Supplier fails to remedy a material defect or provide replacement within a reasonable period granted by the Purchaser.

In the event of only a minor defect, the Purchaser shall merely be entitled to an appropriate reduction of the purchase price.

Any further right to price reduction shall be excluded.

6.5 Any further claims shall be governed exclusively by Section 7.2 of these Terms and Conditions.

Defects in Title

6.6 If use of the delivered goods infringes industrial property rights or copyrights in the Purchaser's country, the Supplier shall, at its own expense, either procure for the Purchaser the right to continue using the goods or modify the goods in a manner reasonably acceptable to the Purchaser so that the infringement ceases.

If neither option is possible under economically reasonable conditions or within a reasonable period, either party shall be entitled to withdraw from the contract.

6.7 The obligations set out in Clause 6.6 shall be final, subject only to Section 7.2, and shall apply only if:
• the Purchaser informs the Supplier immediately of any alleged infringement;
• the Purchaser reasonably supports the Supplier in defending such claims or enables the Supplier to implement corrective measures;
• the Supplier retains sole control over all defence measures, including out-of-court settlements;
• the alleged infringement is not based upon instructions given by the Purchaser; and
• the infringement was not caused by unauthorised modifications or improper use of the delivered goods by the Purchaser.

§7 Liability

7.1 If the delivered goods cannot be used by the Purchaser in accordance with the contract due to the Supplier's fault resulting from omitted or incorrect advice or recommendations given before or after conclusion of the contract, or due to the breach of other ancillary contractual obligations, in particular instructions regarding operation or maintenance of the delivered goods, the provisions of Sections 6 and 7.2 shall apply accordingly, to the exclusion of any further claims by the Purchaser.

7.2 The Supplier shall only be liable for damage not occurring to the delivered goods themselves, irrespective of the legal basis, in the following cases:
a) in cases of intent;
b) in cases of gross negligence by the Supplier's executive bodies or senior managerial employees;
c) in cases of culpable injury to life, body or health;
d) where defects have been fraudulently concealed or where the Supplier has expressly guaranteed the absence of such defects;
e) where liability arises under the German Product Liability Act (Produkthaftungsgesetz) for personal injury or damage to privately used property.
In the event of culpable breach of essential contractual obligations, the Supplier shall also be liable for gross negligence by non-managerial employees and for ordinary negligence. In cases of ordinary negligence, however, liability shall be limited to the foreseeable damage typical for the contract.

§8 Limitation Period

8.1 All claims of the Purchaser, irrespective of their legal basis, shall become time-barred twelve (12) months after the statutory commencement of the limitation period.

The statutory limitation periods shall apply to claims for damages pursuant to Section 7.2.

The statutory limitation periods shall also apply to recourse claims pursuant to Section 478 German Civil Code (BGB) and to goods which, in accordance with their customary use, have been incorporated into a building and caused its defectiveness.

§9 Software

9.1 Where software is included in the scope of delivery, the Purchaser shall receive a non-exclusive right to use the delivered software, including its documentation, within the scope specified by the software supplier.

The software is supplied exclusively for use with the designated delivery item.

Any use of the software on more than one system is prohibited.

9.2 The Purchaser may reproduce, modify, translate or decompile the software only to the extent permitted by mandatory statutory law.

The Purchaser undertakes not to remove or alter any manufacturer information, in particular copyright notices, without the Supplier's prior express written consent.

9.3 All other rights relating to the software and its documentation, including all copies thereof, shall remain with the Supplier or the respective software licensor.

The granting of sublicences shall not be permitted.

§10 Applicable Law, Place of Performance and Place of Jurisdiction

10.1 All legal relationships between the Supplier and the Purchaser shall be governed exclusively by the laws of the Federal Republic of Germany, excluding its conflict of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.2 The place of jurisdiction shall be the registered office of the Supplier.

The Supplier shall also be entitled to bring legal proceedings before the courts having jurisdiction at the Purchaser's registered office or before any other competent court provided by law.

This provision shall also apply to proceedings involving bills of exchange or cheques.

Where the Purchaser is a merchant, a legal entity under public law or a special fund under public law, the foregoing jurisdiction shall likewise apply in cases of rescission, avoidance or similar legal remedies.

10.3 The place of performance for all deliveries, services and payments shall be the Supplier's registered office.

§11 Final Provisions

11.1 The headings contained in these General Terms and Conditions are included solely for convenience and shall not affect the interpretation or legal meaning of any provision.
Should any provision of these General Terms and Conditions of Sale and Delivery become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

11.2 Should any provision of these General Terms and Conditions be wholly or partially invalid or unenforceable, the remaining provisions shall remain in full force and effect.
In place of the invalid or unenforceable provision, the applicable statutory provisions shall apply.