General Terms and Conditions of GML-Fashion GmbH

1. General scope

1.1 These General Terms and Conditions (“GT&Cs”) of GML-Fashion GmbH (“Seller”) shall apply to the business relationships with its clients (“Buyer”), provided the Buyer is an entrepreneur (Article 14 German Civil Code). The subject of the business relationship is the sale and/or delivery of the products produced by the Seller (“Goods”).

1.2 The GT&Cs shall apply as a framework agreement in their respectively valid version, also for future contracts for the sale and/or delivery of the Goods with the same Buyer, without the Seller having to refer to them again in each inpidual case. The Seller shall promptly notify the Buyer of changes to the GT&Cs.

1.3 These GT&Cs shall have exclusive authority over the Seller’s deliveries. Deviating, contrary or supplementary General Terms and Conditions of the Buyer shall only become a component of the contract if the Seller has expressly consented to their applicability. This approval requirement shall also apply when the Seller, being aware of the Buyer’s General Terms and Conditions, executes the delivery to the Buyer without reservation.

1.4 Inpidually reached agreements shall take precedence over these GT&Cs, but only if they are made in writing.

2. Contract conclusion

2.1 Offers made by the Seller are always subject to change and are non-binding.

2.2 The order of the Goods by the Buyer constitutes a binding contractual offer (“Order”). Unless otherwise stated in the Order, the Seller is entitled to accept the Order within 14 calendar days of receipt by the Seller.

2.3 Acceptance of the Buyer’s Order requires written confirmation (“Order Confirmation”). Delivery of the Goods shall be considered acceptance by written confirmation. A purchase contract between the Seller and the Buyer (“Purchase Contract”) is concluded with this acceptance.

3. Prohibition of Photos

The Buyer undertakes not to take any photos of the contractual goods at tradefair- or ordermeetings. For any case of violation of this provision or for any case of transfer of photos of the contractual goods to third parties the buyer undertakes to pay a contractual penalty of 10.000 € for each case of violation.

4. Delivery, delivery periods, delivery delays

4.1 Unless otherwise agreed, delivery of the Goods shall be made, freight paid, within Europe to the agreed destination according to INCOTERMS. The Seller shall conclude the contract of carriage at the delivery point of the agreed destination at its own cost.

4.2 The risk of possible loss or deterioration of the Goods shall transfer to the Buyer upon delivery of the Goods.

4.3 Partial deliveries are permitted as long as they are reasonable for the Buyer.

4.4 The agreement of possible delivery periods shall be made inpidually and only become binding when the Seller confirms the respective delivery period upon accepting the Order via a note on the Order Confirmation. Otherwise, the delivery period shall be 28 working days following expiry of the 10-day delivery period marked in the Order Confirmation.

4.5 Whether the Seller is in delay with delivery is determined in accordance with statutory provisions. In every case, however, a reminder from the Buyer is required.

5. Pricing and payment terms

5.1 Unless otherwise agreed, the purchase price is due and payable within 30 calendar days from receipt of invoice and delivery of the Goods.

5.2 Once this deadline for payment has expired, the Buyer shall be deemed in default.

5.3 If, following the conclusion of the contract, there is a significant deterioration in the Buyer’s financial circumstances according to Article 321 of the German Civil Code, which is especially the case when a petition for insolvency is filed, the Seller shall be entitled, in accordance with statutory provisions, to exercise their right to refuse performance for all deliveries which are still pending and/or to immediately withdraw from the contract after setting a deadline for payment has proved unsuccessful.

5.4 Granted conditions shall only apply in the case of direct settlement. If there is a changeover in settlement to a purchase association, none of the previous conditions shall apply.

5.5 The Buyer shall have no right to set off or retention unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by the Seller.

6. Retention of title

6.1 The delivered Goods remain the property of the Seller (“Conditional Goods”) until the total fulfilment of all of the Seller’s current and future demands and claims (including any balance claims from the current account) against the Buyer from the current business relationship.

6.2 Conditional Goods may not be used on third parties nor transferred as security until full payment of the secured claims. The Buyer must immediately notify the Seller in writing should third parties gain access to the Conditional Goods.

6.3 The Buyer is entitled to resell the Conditional Goods in the ordinary course of business. To secure the Seller’s claims, the Buyer fully transfers all of their claims against third parties which result from the sale of the Conditional Goods to the Seller here and now. The Seller accepts this transfer. Along with the Seller, the Buyer shall remain authorised to collect receivables.

6.4 Should the Buyer act in a way that is contrary to the contract, in particular if they do not pay the purchase price when due, the Seller shall be entitled to withdraw from the purchase contract according to statutory provisions and to demand return of the Goods on the basis of the retention of title and the withdrawal. The prerequisite for this being that the Seller has set the Buyer an appropriate payment deadline which the Buyer did not uphold or that a deadline of this type is superfluous according to statutory provisions.

6.5 Where the realisable value of the securities exceeds the Seller’s claims by more than 10%, the Seller shall undertake to release securities at its discretion upon written request of the Buyer.

7. Defect rights

Insofar as nothing to the contrary arises from these GT&Cs including the following provisions, the statutory provisions shall apply to the rights of the purchaser in the event of material defects and defects of title. It is a prerequisite for defect claims of the Buyer that it has met its statutory duty to inspect the goods and notify defects (Articles 377, 381 German Commercial Code). To do this, the Buyer shall thoroughly inspect the delivered Goods immediately following delivery. Should a defect in the delivered Goods become clear during this inspection, the Buyer must inform the Seller of this defect immediately in writing, but not later than 10 calendar days from delivery of the Goods. The Buyer must inform the Seller of hidden defects immediately in writing, but not later than 10 calendar days from discovery of the hidden defect. The on-time dispatch of the defect notice is enough to meet this deadline. Should the Buyer fail to notify the Seller of the defect or send the notification late, the enforcement of defect rights shall be excluded.

8. Other liability

8.1 Unless otherwise provided in these GT&Cs including the following provisions, the Seller shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

8.2 The Seller shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, the Seller shall be liable, subject to statutory limitations of liability, only

a) for damages resulting from injury to life, body or health,

b) for damages resulting from the breach of a material contractual obligation (obligation the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on); in this case, however, liability shall be limited to compensation for the foreseeable, typically occurring damage.

8.3 The limitations of liability resulting from para.2 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) for whose fault the Seller is responsible according to statutory provisions. They shall not apply insofar as a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed and for claims of the Buyer under the Product Liability Act.

9. Intellectual Property / Designs

The buyer acknowledges the protection of the contractual goods. The buyer is not permitted to manufacture the design-protected contractual goods of the seller himself or by third parties without explicit authorisation by the seller. The buyer undertakes not to sell goods infringing the design rights of the seller stationary or online. For any case of distribution of goods infringing design rights of the seller the buyer undertakes to pay a contractual penalty of 10.000 € for each case of violation. In case of infringements of designs of the seller by the buyer, the seller is entitled to deny the delivery of ordered contractual goods without notice term and exclusion of any compensation claims.

10. Limitation

By way of deviation from Article 438(1)(3) of the German Civil Code, the general limitation period for claims based on defects in goods or title shall be one year from delivery.

11. Place of jurisdiction, applicable law

11.1 The exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly out of this contractual relationship shall be the district court of Munich (Landgericht München I), insofar as the Buyer is a merchant according to the German Commercial Code. However, the Seller is also entitled to initiate claims at the Buyer’s place of jurisdiction.

11.2 The law of the Federal Republic of Germany shall apply to these GT&Cs and the legal relationship between the Seller and the Buyer. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

11.3 The INCOTERMS in their latest version are applicable.

12. Severability clause

Should inpidual provisions of these GT&Cs be or become partially or fully invalid, void or unenforceable, the legal force of the remaining provisions shall not be impaired thereby. Statutory regulations shall supersede invalid, void or unenforceable provisions.