GENERAL BUSINESS CONDITIONS OF ZWEI GMBH

If individual contracts do not stipulate otherwise, the following applies:

1. Area of application and differing agreements

1.1 The General Sales and Supply Conditions (“GSC”) outlined below apply to all purchase and supply contracts, inclusive of any side agreements, concluded with our clients (hereinafter the “Customers”) if the Customer is an entrepreneur and concludes the contract in exercise of his or her commercial or autonomous professional activity in the sense of § 14 BGB [Civil Code].

1.2 Differing conditions of the Customer that are not explicitly recognised shall not apply. This also applies when we render our services without reservation, in the knowledge of contrasting business conditions of the Customer or those deviating from our GSC.

2. Conclusion of contract; minimum order quantity

2.1 Our offers, including the sales prices quoted in our price lists, are non-binding, provided they are not explicitly designated as binding.

2.2 Oral or written orders represent a binding offer by which the Customer is bound for 14 days. The contract comes into existence through our order confirmation (also via email) or through delivery of the goods by us.

2.3 When making the initial order, the minimum order value must be EUR 1000.

2.4 The minimum amount of initial orders for goods acquired by the purchaser in online shops is EUR 8,000.00. For subsequent orders, the minimum amount for goods acquired by the purchaser in online shops is EUR 3,000.00.

3. Product files

3.1 Files, illustrations, drawings, instructions for use, weights and measurements in our catalogues, product specification sheets and [sic] are rendered as precisely as possible on the Internet site; however, they only represent approximate values and do not constitute any indication of the goods’ quality provided they are not explicitly designated as binding. Improvements and changes of dimensions to a customary extent that is reasonable for the Customer remain reserved.

3.2 We reserve the rights of ownership and copyright to illustrations, drawings and other files. Without our explicit written consent, they can neither be copied nor made accessible to third parties, nor used for self-production.

4. Prices/Payment conditions/Ban on off-setting

4.1 Delivery shall take place on the basis of the price list valid at the time of conclusion of the contract. Prices shall be construed, provided nothing else has been agreed to, as net prices in Euros, without packaging or transportation/dispatch.

4.2 All invoices must be paid within 14 days from the billing date without deduction.

The receipt of money by us is decisive for the timeliness of the payment. If payment is made with a SEPA Mandate, we grant a discount of 3%.

4.3 Complaints regarding our invoices must be raised by the Customer two weeks after receipt of the invoice at the latest. If the Customer allows this deadline to pass, then the invoice in question shall be deemed to have been approved. We are obligated in our invoices to indicate this effect specifically.

4.4 In case of arrears in payment on the part of the Customer, we shall demand interest in the amount of 8 percentage points above the current base interest rate of the European Central Bank per annum. The claiming of higher damages caused by the arrears remains reserved.

4.5 If contractual arrangements were seriously breached by the Customer and the Customer is responsible for this, we shall be entitled to render or to execute outstanding deliveries or services only subject to advance payment or the provision of security.

4.6 The set-off against counterclaims of the Customer, or the retention of payments due to such claims, is only permissible if the counterclaims are undisputed, ready for decision, or legally enforceable.

4.7 Checks and bills of exchange shall be accepted only by explicit agreements and only as conditional payment, subject to the charging of a processing fee in the amount of EUR 15.00.

5. Availability; stockpiling online trade, delivery, freight expenses and consequences of delay in delivery

5.1 The delivery deadlines and dates given by us are only approximate if they have not been explicitly agreed to as binding. This applies also for our disclosures concerning availability and delivery times of individual models at www.info.zwei-bags.com. The Customer is obligated to make no misleading statements to end clients in regard to delivery times and the availability of goods. In particular, only the goods stored at its location may be offered as immediately deliverable.

5.2 The purchaser may only promote goods online that they have on hand in reasonable quantities; at least 3 instances of each model purchased online.

5.3 We are authorised to render partial deliveries and partial services as is customary when individual items from an overall order are not immediately deliverable, unless the partial delivery or service is unsuitable for the Customer or excluded by contract.

5.4 Deliveries shall be done ex works (Incoterms 2010) to Weiterstadt. Dispatch to a place indicated by the Customer shall only take place starting from a total order value of at least EUR 50.00 inside of Germany, or from EUR 150.00 for dispatch to European countries abroad. The dispatch of goods to European countries abroad takes place only subject to prepayment.

5.5 The Customer shall bear the freight expenses in the amount of a lump sum of EUR 7.00 for dispatch inside of Germany and in the amount of EUR 20.00 for dispatch to European countries abroad. Surcharges for increased transport costs when dispatching to islands remain reserved. Starting from a total order value of at least EUR 300.00 shipment shall take place carriage-free within Germany. For dispatch to European countries abroad, this applies to orders with a total value greater than EUR 1,000.00.

5.6 In the event of force majeure or other events that are not foreseeable at the time of conclusion of the contract, and which we cannot avert despite any reasonable care taken under the circumstances of the individual case, irrespective of whether they occur to us or to suppliers or sub-suppliers (reservation of self-supply), such as war, natural disasters, disruptions of operations, lawful strikes, lockouts or official decree, these delivery deadlines and terms shall be extended by the duration of the obstruction and a reasonable start-up period. If such a disturbance leads to a postponement in supply lasting longer than four months, both parties may withdraw from the contract. If as a result of the indicated circumstances, the delivery becomes impossible or unreasonable, without our being responsible for this, we shall be entitled to withdraw from the contract completely or partially, because of the portion not yet fulfilled. In this case, the Customer shall possess no claims for compensation of damages against us. Any potential legal rights of withdrawal remain unaffected thereby.

5.7 If the Customer must set a reasonable extension period in order to assert rights against us, this extension period shall amount to at least two weeks.

5.8 In the event of a delay in delivery or of impossibility, we shall be liable for claims for compensation of damages only in accordance with Clause 9.

6. Reservation of title

6.1. We reserve title to items that have been delivered until payment in full of all claims under the purchase and supply contract. We are entitled to take the purchased item back if the purchaser acts in violation of the contract.

6.2. The purchaser is obligated to handle the purchased item with care as long as title has not yet passed to them. As long as title has not yet passed over, the purchaser is required to inform us immediately in writing if items that have been delivered have been attached or subject to any other third party intervention.

6.3. The purchaser is entitled to re-sell goods subject to retention of title within the ordinary course of business. The purchaser hereby assigns to us in advance receivables due from the buyer in a re-sale transaction involving the goods subject to retention of title, amounting to the final invoice figure (including value added tax) agreed with us. The purchaser remains entitled to collect the receivable even following this assignment. Our authorization to collect the receivable ourselves is not affected thereby. However, we will not collect the receivable if and so long as the purchaser complies with their payment obligations arising out of the proceeds collected, is not in default of payment and, in particular, there has been no petition filed to open insolvency proceedings or payment has not otherwise been suspended.

7. Risk assumption

7.1 Provided nothing else is agreed, delivery shall take place “ex works” (Incoterms 2010) to Weiterstadt.

In case of dispatch at the request of the Customer, the risk passes to the Customer with the transfer to the transportation company.

8. Material defects/Warranty

8.1 We guarantee the flawless manufacture of the goods supplied by us in accordance with the agreed quality. We do not assume any guarantees, unless they are expressly agreed to.

8.2 The Customer must carefully inspect the goods delivered, even when models or samples have been sent over, immediately after they have reached the destination. Obvious defects must be reported to us immediately in writing, and at the latest one month after delivery. Hidden defects must be reported to us immediately in writing, and at the latest one month after discovery.

If the defect was already recognisable by the Customer during normal use already at an earlier point in time, this earlier point in time shall be decisive for the beginning of the complaint period.

8.3 Defect complaints must contain comprehensible details stating at what point and to what extent the goods delivered are objectionable under the contract. For defect complaints based on customer complaints, the Customer must additionally state when the rejected goods were handed over to the end client concerned and from which delivery the rejected goods derived.

8.4 Upon our demand, the rejected goods shall be sent back to us carriage-free. If the notice of defects is justified, we will reimburse the costs of the cheapest method of dispatch.

8.5 In case of a defect notified in timely fashion, the Customer shall have, at our choice, a claim for subsequent improvement or delivery of a defect-free item (“subsequent performance”). Subsequent performance shall take place at the venue of the original delivery; it shall be deemed to have failed after two unsuccessful attempts at the earliest. Replacement parts shall pass into our ownership.

8.6 The expenses required for purposes of subsequent performance, in particular transportation, road, work and material costs, shall be borne by us, if a defect actually exists.

8.7 For defects that arise due to unsuitable and improper use by the Customer, through usual wear and tear, erroneous or negligent treatment, in particular through use contrary to the instructions for use (transport of heavy, pointed or hard objects in bags unsuited for them; overloading of zip fasteners through over-filling the money bag with credit cards, or the like), warranty claims shall not be considered.

8.8 If the quality of the delivered goods diverges only insignificantly from the agreed quality, the Customer shall solely have a right to reduction. This applies in particular to minor differences in colour that arise either naturally from the texture of the leather or procedurally during colouring, protruding threads at the end of seams and small dents caused by packing for transportation.

8.9 The warranty lapses when the Customer changes the subject of delivery without our consent or has it changed by third parties, and this makes the elimination of defects impossible or unreasonably difficult. In any case, the Customer must bear the additional costs of defect elimination arising due to the change.

8.10 The warranty term is one year after delivery.

8.11 The Customer possesses claims for compensation of damage due to defects only to the extent that our liability is not excluded or limited in accordance with Clause 7.

8.12 Further claims, or claims other than the ones regulated in this Clause 7 regarding a defect, are ruled out. The rights of the Customer under §§ 478, 479 BGB however shall remain unaffected thereby.

9. Voluntary exchange of goods (goodwill)

9.1 Without prejudice to the rights of the Customer in the case of material defects in accordance with Clause 7 of these GSC, in individual cases we offer to take back goods on a voluntary basis and exchange them for newly ordered goods. This offer however takes place purely out of goodwill and can be revoked at any time without giving reasons for such revocation. The following provisions apply in this case:

9.2 Only goods up to a maximum of 10% of the sales achieved in the current calendar year can be exchanged. Sales figures from previous years cannot be taken into account.

9.3 An exchange can be applied for only twice per calendar year at most.

9.4 Exchanges can only be made from the month of January until September.

9.5 If the Customer wishes to exchange goods, then we must be notified thereof in advance by phone or in writing. The overall value of the newly ordered goods must be at least as high as the value of the goods to be exchanged. The exchange takes place only after explicit confirmation has been made by us.

The new order must accompany the return shipment. We cannot undertake a set-off using previous or upcoming orders.

9.6 The goods to be exchanged must be free of defects, in the original packaging, in the original condition, and be labelled (without change/marking of the label). A filled-out return slip must be appended to the return shipment (written explanation of the reason for return for every product).

Otherwise we reserve the right optionally to reject the exchange or to charge a processing fee of EUR 3.00 per product.

9.7 Mailing costs for the return shipment must be paid by the Customer. We do not accept goods that are not sent free of charge.

9.8 For the sending of newly ordered goods, we charge a blanket mailing fee, irrespective of the value of the goods, of EUR 6.00 per package for sending inside Germany. For shipments to other EU countries and places with an island surcharge, the amount increases to EUR 10.00 - 20.00 according to destination.

10. Liability, term of limitations

10.1 We are liable only for gross negligence and deliberate action as well as in case of default on substantive contractual duties, whose fulfilment is a prerequisite for enabling the proper implementation of the contract in the first place, and on the observance of which the Customer may rely on a regular basis (“essential contractual obligation”).

10.2 In case of a minor default on an essential contractual obligation, our liability shall be limited to foreseeable, contractually typical damages at the time of conclusion of the contract.

11. Place of performance, applicable law and place of jurisdiction

11.1 The place of performance for all the supply and payment obligations is Weiterstadt.

11.2 German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.3 The place of jurisdiction for all disputes arising from or in connection with the supply transaction – as well as for claims regarding checks and bills of exchange – is Frankfurt am Main, if the Customer is a merchant or has no general place of jurisdiction in Germany. However, we reserve the right to sue the Customer at its general place of jurisdiction. Statutory regulations beyond exclusive competence remain unaffected.

12. Final provisions

12.1 Orders, declarations of acceptance, supplements and miscellaneous side agreements and arrangements made before or during conclusion of the contract must be made in writing to be valid. Oral commitments by our representatives or other support persons requirement written confirmation from us. The same applies for the granting of guarantees of quality.

12.2 Transactions done with companies will be treated the same as transactions with legal entities under public law and public law special purpose entities.

12.3 Should a provision of this contract be or become invalid in full or in part, the validity of all remaining provisions of the contract shall not be affected by this invalidity. The invalid provision is to be replaced by a legally valid provision which in the economic perspective comes as closely as is legally permissible to the purpose of the regulation intended by the invalid provision.

As of: September 2017