Gerneral terms and conditions

§ 1 General

1. Quotations, deliveries and other performances of the vendor are rendered solely on the basis of these
General Terms of Business. Terms and conditions of the purchaser which contradict the business terms of the
vendor shall not be recognised unless the vendor had expressly consented to their validity in writing. The
business terms of the vendor shall also apply if the delivery to the purchaser is executed without reservation
in the knowledge that terms and conditions of the purchaser contradict or deviate from these terms of business.
These General Terms of Business shall also apply for all future transactions with the purchaser.
2. All goods delivered by the vendor are without exception intended only for resale to the end consumer.
The purchaser shall therefore conduct his retail business as a specialist business and shall satisfy the
following requirements:
• The shop is open all day under the usual business conditions of the area, with a display window showing
hobby and model articles throughout the year
• The range of hobby and model articles is wide and appropriate to the specialist trade
• Appropriate service and consulting are offered
3. All agreements reached between the parties to this contract are laid down in writing in this contract.
Verbal agreements relating to conclusion of the contract must be confirmed in writing by the vendor in
order to have effect.
4. These terms of business apply solely in business transactions with corporations.

§ 2 Offer and formation of contract

1. The offers of the vendor shall be subject to confirmation and not binding. If purchase orders of the
vendor are not confirmed separately, the invoice shall be deemed confirmation of the order.
2. If the purchase order is to be classified as an offer, the purchaser may accept this within 4 weeks.

§ 3 Prices

1. For terms of payment and delivery for your country, please consult the enclosed sheet, with detailed
information.
2. The vendor's prices are "free receiving station", including packing. Shipment will be for the account of
and at the risk of the purchaser unless otherwise determined from Number 3. The vendor will choose the
cheapest method of shipment; carriage or cartage shall be borne by the purchaser. If palleted goods are
delivered, the vendor will charge € 8.00 per pallet if no pallet is provided in exchange; the pallet shall
become the property of the purchaser upon payment of the cost amount.
3. The prices indicated by the vendor do not include value-added tax at the statutory rate. The vendor will
prepare an invoice itemising the net amount, the value-added tax and the gross amount. If the purchase
does not submit a sales tax identification number from an EU member state, value-added tax will be
invoiced at the German rate.
4. If the goods are not delivered within 4 months of formation of the contract, the vendor shall be entitled
to effect a reasonable price increase in accordance with the costing mechanisms usual in business.
5. Invoices will generally be issued in Euro. If a foreign currency amount is shown alongside the Euro
amount, the Euro amount shall prevail.
6. If the financial position of the purchaser deteriorates substantially following formation of the contract,
and the payment claims of the vendor are endangered thereby, the vendor shall be entitled to call in
immediately all debts arising from the business relationship; this shall also apply even in the event that bills
of exchange or cheques are prolonged or accepted. The vendor may, under the same conditions, demand
payment in advance or the furnishing of security in the case of an ongoing business relationship. This shall
not affect the statutory regulations on default in payment.
7. The purchaser shall only have the right to set off if his counter-claims are legally enforceable, undisputed
or recognised by the vendor. The purchaser shall only be authorised to exercise a right of retention insofar
as his counter-claim arises from the same contractual relationship.
If a subsidiary part of the ordered goods is not delivered until later, the purchaser shall have no right of
retention against the invoice claim from the scope of supply. If individual goods from the scope of supply
are deficient, the purchaser shall have a right of retention of up to no more than 3 times the individual
price of these goods.

§ 4 Delivery

1. The vendor shall be entitled to make excess or short deliveries of up to 10 % in respect of ordered articles
provided that this is justified by the product range, the packing units or on other material grounds. The
price shall depend on the quantity actually delivered.
2. Delivery shall be made to the address shown or indicated in the purchase order. The purchaser must
indicate special shipping regulations no later than in the purchase order and again for each new order;
additional costs incurred thereby shall be borne by the purchaser and will be invoiced separately.
3. Binding delivery periods must be agreed expressly and in writing. The use of words such as “approximately”,
“about” etc. shall not designate binding periods but shall instead indicate only the provisional delivery
date. The vendor shall not be held responsible for delays in delivery and services due to force majeure and
resulting from events which the vendor could not reasonably have foreseen and averted, even if periods and
dates were agreed with binding effect. In this case the delivery period shall be extended by the duration of
the hindrance and a reasonable startup time. The purchaser shall be informed immediately of the delay in
delivery. Should the obstructive circumstances last longer than two months, each party to the contract shall
be entitled to withdraw from the contract.
Binding delivery periods shall not begin before the purchaser has satisfied his obligations to collaborate, in
particular by presenting the documents to be procured by the purchaser, and not before agreed advance
payments have been effected.
4. In derogation of § 266 BGB, the vendor shall be entitled to render partial services in the case of articles
which cannot be delivered in full or at all at the time of the purchase order and this is conscionable for the
purchaser. In this case the vendor shall be entitled to invoice the partial delivery separately.
5. If we supply acrylic and metalldisplays as a loan for presenting our assortment, the customer is not
allowed to use these displays for presenting products from other companies.

§ 5 Passage of risk

1. The ordered goods will be shipped at the risk of the purchaser. The risk shall pass to the purchaser as
soon as the shipment has been transferred to the person executing transport and has left the vendor’s
warehouse for the purposes of despatch. If shipment is impossible through no fault of the vendor, the risk
shall pass to the purchaser upon notification of readiness for despatch.
2. If the purchaser so requests, delivery will be covered by a transport insurance policy, the costs of which
shall be borne by the purchaser.

§ 6 Claims based on defects

1. Objections on account of obvious defects must be raised within 14 days of receipt of the goods.
The objection must be notified in writing with attachment of the delivery note or invoice. The delivery will
be deemed approved unless objection is received within the time allowed.
2. Should the purchaser wish to return or exchange the supplied goods to which he has objected, he
shall inform the vendor thereof within 14 days of delivery. As soon as the consent of the vendor has been
obtained, the objected goods may be returned free station to the vendor. Returns incurring costs cannot
be accepted. A copy of the invoice, the delivery note and complaint form must be enclosed with the return
shipment.
3. No objection may be raised to deviations in quality, execution or colour which are minor or customary in
the trade. Claims to compensation for the delivery of damaged packs may in principle only be asserted if a
written confirmation of the forwarder regarding the occurrence of the damage is enclosed.
4. Should the supplied goods be defective, the vendor may at his option decide to rectify the defect or
deliver a perfect item. The vendor may refuse the method of subsequent performance chosen by the
purchaser if it is only possible at disproportionate expense. Particular consideration in this case shall be
given to the value of the item in a perfect condition, the significance of the defect and the issue of whether
the other method of improvement could be applied without considerable disadvantage to the purchaser. In
this case the claim of the purchaser shall be limited to the other method of improvement; the right of the
vendor to reject this under the above conditions shall not be affected.
In the event that the subsequent performance fails, the purchaser may – notwithstanding any claims
under§ 7 – withdraw from the contract or reduce the price.The purchaser shall give the necessary time and opportunity for rectification of the defect or substitute
delivery. If the purchaser does not meet this obligation and a reasonable period of grace elapses without
success, any right of retention or setoff on the part of the purchaser shall lapse.
Further claims of the purchaser are excluded, notwithstanding any claims under § 7.
5. Claims based on defects shall not exist if the purchaser changes the goods against regulation, installs
third-party parts or otherwise does not observe handling regulations. Natural wear and tear or damaged
caused by improper treatment is excluded from claims based on defects. The vendor shall further not be liable
for changes to the condition or method of operation of his goods which are caused by improper storage or
by climatic or other external factors.
6. The claim to improvement on account of the deficiency of a supplied item shall become time-barred one
year after delivery unless the vendor was maliciously silent with regard to the defect. The longer limitation
periods of § 438 Para. 1 and Para. 2 BGB shall not be affected.
7. This does not affect rights under the provisions of the German Product Liability Code.

§ 7 Liability

1. The vendor shall only be liable to pay damages if the purchaser asserts claims for damages founded on a
wilful or grossly negligent breach of obligation on the part of the vendor or on a wilful or grossly negligent
breach of obligation on the part of a statutory representative or vicarious agent of the vendor. If the vendor
or a statutory representative or vicarious agent of the vendor is not accused of a grossly negligent breach of
obligation, the liability for damages shall be limited to the foreseeable loss typically occurring. The vendor
shall only be liable for wilful or grossly negligent breaches of obligation on the part of other employees if
they concern a substantive contractual duty and the achievement of the purpose of the contract is endangered
thereby; in these cases the liability shall be limited to the foreseeable loss typically occurring.
This limitation of liability shall also apply for claims to damages brought by the purchase on the basis of a
defect in the delivered goods, even if the loss did not occur on the item itself or the losses are general
pecuniary losses.
2. The above limitation of liability shall not apply for losses arising from the culpable fatal injury, bodily
harm or damage to health; it shall further not apply in the case of defects which the vendor maliciously
failed to disclose or whose absence he has guaranteed. It shall further not apply in the case of defects of
the merchandise, unless liability arises under the German Product Liability Code for personal injury or damage
to privately owned property.
3. If the liability of the vendor is excluded or limited, this shall also apply in respect of the personal liability
for damages of the salaried staff, workers, employees, representatives and vicarious agents of the vendor.

§ 8 Reservation of title

1. Until all claims (including all claims for the balancing of current accounts) due to the vendor against
the purchaser now or in the future, on whatever legal grounds, have been satisfied, the vendor shall be
furnished with the following securities, which he will release on demand at his option if their value permanently
exceeds the claim by more than 20 %.
2. The goods shall remain the property of the vendor. Processing or transformation shall always be
performed for the vendor as manufacturer, but without imposing any obligation on him. If the (joint)
ownership of the vendor is extinguished through combination, it is hereby agreed that the purchaser’s (joint)
ownership of the integrated item shall pass to the vendor in proportion to their value (invoice value). The
purchaser shall preserve the (joint) ownership of the vendor free of charge. Goods of which the vendor is
due (joint) ownership are referred to below as reserved goods.
3. The purchaser shall be entitled to process and to sell the reserved goods in the ordinary course of
business provided that he is not in default of payment. Pledging or transfer by way of security shall not be
permitted. The purchaser hereby assigns to the vendor in full by way of security the claims arising from the
resale or other legal grounds (insurance, tortious act) with regard to the reserved goods. The vendor revocably
authorises him to collect in his own name and for the account of the vendor the claims assigned to the vendor.
This authority to collect can only be revoked if the purchaser does not duly meet his payment obligations.
4. In the event of attachment of the reserved goods by third parties, the purchaser shall indicate the
ownership of the vendor and shall inform the latter immediately.
5. In the event that the purchaser behaves in breach of contract, in particular in the case of default in
payment, the vendor shall be entitled to withdraw from the contract when a reasonable period of grace has
elapsed without result, unless such a period of grace is not required.
6. The purchaser undertakes on demand to provide the vendor with information or to report on the existing
stock, the processing or combination of the reserved goods with third-party goods and claims arising from
the resale.

§ 9 Recommended prices

The final sale prices quoted are not binding. Such figures are intended merely as information for the
purchaser and not as price maintenance.

§ 10 Data protection

The purchaser declares his consent that all data arising from the business relationship may be recorded on data carriers.

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§ 11 Final clauses

1. The legal relations between the vendor and the purchaser shall be governed by the laws of the Federal
Republic of Germany, with the exception of the provisions of the Law on the International Sale of Goods of
01.01.1991, which are expressly excluded.
2. Should provisions of contracts with purchasers abroad be ineffective on the basis of mandatory provisions
of local law, they shall be deemed to be replaced by such effective regulations coming closest to the
meaning and purpose of the ineffective provisions. The parties to the contract undertake to take all measures
necessary to achieve effective provisions. Should individual provisions of these General Terms of Business be
ineffective, this shall not affect the validity of the remaining provisions and those of the legal transaction as
a whole.
3. If the purchaser is a merchant within the meaning of the German Commercial Code, a legal person under
public law or a federal special asset, the court competent for 88471 Laupheim is agreed as having jurisdiction
for all disputes arising directly or indirectly from the contractual relationship.