General Terms and Conditions as of 01.09.2023

Sales and Delivery Conditions of Tie Solution GmbH

§ 1 Scope

(1) All deliveries, services and offers of Tie Solution GmbH (hereinafter referred to as the 'seller') are made exclusively on the basis of these General Delivery Terms (AGB). These are part of all contracts concluded by the seller with its contracting parties (also referred to as 'client') for the deliveries or services offered by him. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again.

(2) The terms and conditions of the client or third parties do not apply, even if the seller does not expressly object to their validity in individual cases. Even if the seller refers to a letter that contains the terms and conditions of the client or a third party or refers to them, this does not imply agreement with the validity of those terms and conditions.

§ 2 Offer and Conclusion of Contract

(1) All offers of the seller are non-binding and without obligation, unless they are expressly marked as binding or contain a specific acceptance period. The seller can accept orders within 2 weeks after they have been placed by the client.

(2) The written purchase contract, including these General Terms and Conditions, is solely decisive for the legal relationships between the seller and the client. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by the seller before the conclusion of this contract are legally non-binding, and oral agreements between the contracting parties are replaced by the written contract, unless it is expressly stated that they remain binding.

(3) Supplements and amendments to the agreements made, including these General Terms and Conditions, require written form to be effective. With the exception of managing directors or authorized signatories, employees of the seller are not authorized to make oral agreements deviating from this. To comply with the written form, telecommunication transmission is sufficient, especially by fax or email, provided that a copy of the signed declaration is transmitted.

(4) Information provided by the seller regarding the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances, and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximate, unless exact conformity is required for the contractual purpose. They are not guaranteed quality features, but descriptions or designations of the delivery or service. Commercial deviations and deviations resulting from legal requirements or representing technical improvements are permissible as long as they do not impair the usability for the contractually intended purpose.

(5) The seller reserves ownership or copyright to all offers and cost estimates submitted by him, as well as drawings, illustrations, calculations, brochures, catalogs, models, and other documents and tools provided to the client. The client may not make these items accessible to third parties, disclose them, use them themselves or through third parties, or reproduce them without the explicit consent of the seller. Upon request of the seller, the client must return these items in full to the seller and destroy any copies made, if they are no longer needed by him in the proper course of business or if negotiations do not lead to the conclusion of a contract. The electronic storage of data provided for the purpose of regular data backup is exempt from this.

§ 3 Prices and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in EURO from the delivery warehouse plus packaging, the statutory value-added tax, customs for export deliveries, as well as fees and other public charges.

(2) Insofar as the agreed prices are based on the seller's list prices and delivery is to take place more than four months after the conclusion of the contract, the seller's list prices valid at the time of delivery shall apply (each less an agreed percentage or fixed discount).

(3) Invoice amounts are to be paid within ten days without any deduction, unless otherwise agreed in writing. The date of payment is determined by the receipt by the seller. Payment by cheque is excluded unless separately agreed in individual cases. Special custom-made products as well as refined or marked products require an advance payment of 60%, with the remainder due within 10 days after receipt of the goods without any cash discount. Special items and/or stock items are payable within 10 days net cash. If the client does not make payment when due, the outstanding amounts will incur interest at 9 % per annum from the due date; the assertion of higher interest rates and further damages in case of default remains unaffected.

(3a) With new customers, the seller reserves the right to deliver by cash on delivery or in advance until functioning business relationships are established.

(4) Offsetting with counterclaims of the client or withholding of payments due to such claims is only permissible if the counterclaims are undisputed or legally established.

(5) The seller is entitled to execute or provide outstanding deliveries or services only against advance payment or provision of security if circumstances become known to him after conclusion of the contract which are likely to significantly reduce the creditworthiness of the client and jeopardize the payment of the seller's outstanding claims by the client from the respective contractual relationship (including from other individual orders covered by the same framework contract).

§ 4 Delivery, Delivery Time and Return

(1) Deliveries are made ex works.

(2) Any delivery dates and deadlines for deliveries and services promised by the seller are always approximate only, unless a fixed deadline or fixed date has been expressly promised or agreed. In the absence of any special circumstances, a grace period of 18 days shall be deemed reasonable. If dispatch has been agreed, delivery deadlines and delivery dates refer to the time of handover to the carrier, freight forwarder or any other third party entrusted with the transport.

(3) The seller may - without prejudice to his rights due to the customer's default - request an extension of delivery and performance deadlines or a postponement of delivery and performance dates from the customer for the period in which the customer does not fulfill his contractual obligations towards the seller.

(4) The seller shall not be liable for impossibility of delivery or for delivery delays, insofar as these are caused by force majeure or other events not foreseeable at the time of contract conclusion (e.g. operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, lack of labor, energy or raw materials, difficulties in obtaining necessary official approvals, official measures or non-delivery, incorrect delivery or untimely delivery by suppliers) that the seller is not responsible for. If such events significantly impede or make delivery or performance impossible for the seller and the hindrance is not only of a temporary nature, the seller is entitled to withdraw from the contract. In the case of temporary obstacles, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable lead time. If the delay makes it unreasonable for the buyer to accept the delivery or performance, he may withdraw from the contract by immediate written declaration to the seller.

(5) The seller is only entitled to partial deliveries if

• the partial delivery is usable for the client within the scope of the contractual purpose,

• the delivery of the remaining ordered goods is ensured, and

• this does not result in significant additional effort or extra costs for the client (unless the seller agrees to bear these costs).

(6) If the seller is in default with a delivery or service or if a delivery or service becomes impossible for any reason, the liability of the seller is limited to damages in accordance with § 8 of these General Terms and Conditions (referred to as GTC).

(7) In the case of individual production, a surplus/deficit delivery of +/- 10% is permissible, as it is unavoidable for technical reasons.

(8) Custom-made goods are generally excluded from exchange.

(9) Requested samples will be charged at the unit price plus shipping costs.

(10) In case of agreed return or exchange of stock items, a credit note will be issued in the amount of the value of the goods minus 25% handling costs, as is customary in the industry. Shipping costs will not be credited. Unpaid parcel shipments will not be accepted in principle. Please note that any colour values provided by us according to Pantone are for guidance only and deviations do not justify the return of the goods.

(11) For the initial draft (designs) of our articles, we charge a flat rate between 50,- and 200,- euros per design, based on the effort involved. For further modifications to this draft, we also charge based on effort. These costs will be partially or fully refunded in case of order placement.

(12) The costs for sample prints will be specified in the offer depending on the effort and type of production.

§ 5 Place of performance, shipping, packaging, transfer of risk, acceptance

(1) Place of performance for all obligations arising from the contractual relationship is D-35578 Wetzlar, unless otherwise specified.

(2) The method of shipment and packaging are at the reasonable discretion of the seller. The seller bears the costs of packaging unless otherwise agreed. Freight costs are borne by the purchaser.

(3) The risk passes to the client at the latest upon handover of the delivery item (with the start of the loading process being decisive) to the carrier, freight forwarder or any other third party designated to carry out the shipment. This also applies if partial deliveries are made or if the seller has taken on other services (e.g. shipping). If the shipment or handover is delayed due to a circumstance for which the client is responsible, the risk passes to the client from the day on which the delivery item is ready for dispatch and the seller has notified the client.

(4) Storage costs after the transfer of risk shall be borne by the client. If the seller stores the goods, the storage costs amount to 0.251 TP3T of the invoice amount of the goods to be stored per elapsed week. The assertion and proof of further or lower storage costs remain reserved.

(5) The shipment will only be insured by the seller at the explicit request and expense of the client against theft, breakage, transport, fire, water damage, or other insurable risks.

§ 6 Warranty, Defects of Quality

(1) The warranty period is one year from delivery. This period does not apply to claims for damages by the client resulting from injury to life, body or health, or from intentional or grossly negligent breaches of duty by the seller or its vicarious agents, each of which are subject to statutory limitation periods.

(2) The delivered items must be carefully inspected by the client or by a third party designated by him immediately after delivery. The duty to inspect and complain extends in particular to ensuring that the delivered goods are identical to the ordered goods in terms of commercial tolerances in terms of type, quality, dimensions, fit, color, and quantity. This must be ensured if necessary by random samples.

(3) The delivered items shall be deemed approved by the buyer with regard to obvious defects or other defects that would have been recognizable with immediate and careful examination, if the seller does not receive a written notice of defects within seven working days after delivery. With regard to other defects, the delivered items shall be deemed approved by the buyer if the notice of defects is not received by the seller within seven working days after the point in time at which the defect became apparent; if the defect was already recognizable to the buyer at an earlier point in time under normal use, this earlier point in time is decisive for the start of the notice period. Upon request of the seller, a disputed delivered item must be returned to the seller free of charge. In the case of a justified notice of defects, the seller shall reimburse the costs of the cheapest shipping method; this does not apply if the costs increase because the delivered item is located at a different location than the intended place of use.

(4) In the event of defects in the delivered items, the seller is initially obliged and entitled to remedy the defect or make a replacement delivery within a reasonable period to be determined at his discretion. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in rectification or replacement delivery, the client may withdraw from the contract or reduce the purchase price accordingly.

(5) If a defect is due to the fault of the seller, the client may, under the conditions specified in § 8, claim damages.

(6) The warranty shall lapse if the client modifies the delivered item without the seller's consent or has it modified by third parties, and as a result, rectifying defects becomes impossible or unreasonably difficult. In any case, the client shall bear the additional costs of rectifying defects resulting from the modification.

(7) The delivery of used items agreed upon with the client on a case-by-case basis is made without any warranty for defects.

Section 7 Intellectual Property Rights

(1) If the client specifies the use of design elements subject to industrial property rights or copyrights of third parties (e.g. logos), he is solely responsible for any claims arising from this.

(2) Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it for the infringement of such rights.

(3) If the seller is claimed by third parties due to requirements according to paragraph 1 for infringement of industrial property rights or copyrights, the client is obliged to indemnify him from all costs necessary to defend against the claims. The seller may request an appropriate advance payment from the client for this purpose. Upon request of the seller, he is obliged to join a legal dispute on the side of the seller and support him to the best of his ability.

(4) The seller may request proof of entitlement to use design elements according to paragraph 1.

§ 8 Liability for damages due to fault

(1) The liability of the seller for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties in contract negotiations and tort, is limited to the extent that fault is involved, in accordance with this § 8.

(2) The seller shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless it concerns a breach of material contractual obligations. Material contractual obligations are the obligation to deliver the delivery item on time, its freedom from legal defects as well as defects that significantly impair its usability, as well as advisory, protective and custodial duties that are intended to enable the client to use the delivery item in accordance with the contract or to protect the life or limb of the client's personnel or to protect their property from significant damage.

(3) Insofar as the seller is liable for damages according to § 8 (2), this liability is limited to damages that the seller foresaw as a possible consequence of a breach of contract at the time of contract conclusion or that he would have had to foresee when applying customary care. Indirect damages and consequential damages resulting from defects in the delivered item are also only compensable to the extent that such damages are typically to be expected when the delivered item is used as intended.

(4) In the event of liability for simple negligence, the seller's obligation to compensate for property damage and resulting further financial losses is limited to an amount of 25% of the order value. This limitation of liability does not apply if the client specifies a higher value of possible financial losses at the time of placing the order and before the start of production.

(5) The above exclusions and limitations of liability apply equally to the organs, legal representatives, employees and other vicarious agents of the seller.

(6) Insofar as the seller provides technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and with exclusion of any liability.

(7) The limitations of this § 8 do not apply to the liability of the seller and his legal representatives, employees or other agents for intentional and grossly negligent behavior, for guaranteed quality features, for injury to life, body or health, or under the Product Liability Act.

§ 9 Retention of title

(1) The delivered goods remain the property of the seller until the purchase price has been fully paid, but the purchaser is entitled to resell them within the scope of his business operations.

(2) Any pledging or transfer of security of the goods in favor of third parties is excluded without the consent of the seller before transfer of ownership. The pledging of the goods by third parties must be reported immediately.

Section 10 Final Provisions

(1) If the client is a merchant, a legal entity under public law or a special public fund, or if it does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the seller and the client, at the seller's choice, is D-35578 Wetzlar. However, for legal actions against the seller in these cases, D-35578 Wetzlar is the exclusive place of jurisdiction. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationship between the seller and the client is exclusively governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

(3) Insofar as the contract or these General Terms and Conditions (referred to as GTC) contain gaps in regulation, those legally effective regulations shall apply to fill these gaps, which the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions, had they known about the regulatory gap.

Notes:

The client acknowledges that the seller stores data from the contractual relationship according to § 28 Federal Data Protection Act for the purpose of data processing and reserves the right to transmit the data to third parties (e.g. insurance companies) as far as necessary for the fulfillment of the contract.

Clients who place textile products on the market in the European Union are legally obliged to permanently, clearly, visibly, and easily accessible labeling according to the legal requirements, especially with the specified designations in German language.