General Terms and Conditions with Customer Information

Table of Contents

1. Scope
2. Conclusion of Contract
3. Right of Withdrawal
4. Prices and Payment Terms
5. Delivery and Shipping Terms
6. Retention of Title
7. Liability for Defects (Warranty)
8. Liability
9. Applicable Law
10. Place of Jurisdiction
11. Alternative Dispute Resolution

1) Scope

1.1 These General Terms and Conditions (hereinafter "Terms") of Hermann Francksen Nachf. GmbH & Co. KG (hereinafter "Seller") apply to all contracts for the supply of goods entered into by a consumer or a business customer (hereinafter "Customer") with the Seller in relation to the goods presented in the Seller's online shop. Any terms and conditions of the Customer are hereby objected to, unless otherwise agreed.

1.2 For the purposes of these Terms, a consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, craft, or profession.

1.3 For the purposes of these Terms, a business customer is any natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, acts in the exercise of their trade, business, craft, or profession.

2) Conclusion of Contract

2.1 The product descriptions contained in the Seller's online shop do not constitute binding offers by the Seller, but instead serve to invite the Customer to submit a binding offer.

2.2 The Customer may submit the offer via the online order form integrated into the Seller's online shop. In doing so, after having placed the selected goods in the virtual shopping basket and gone through the electronic ordering process, the Customer submits a legally binding contractual offer in relation to the goods contained in the shopping basket by clicking the button that concludes the ordering process. The Customer may also submit the offer to the Seller by e-mail, online contact form, post, or telephone.

2.3 The Seller may accept the Customer's offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby receipt of the order confirmation by the Customer is decisive, or
• by delivering the ordered goods to the Customer, whereby receipt of the goods by the Customer is decisive, or
• by requesting payment from the Customer after the Customer has placed the order.

Where several of the above alternatives apply, the contract is concluded at the point in time at which one of the above alternatives first occurs. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends on expiry of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the effect that the Customer is no longer bound by their declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment will be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, viewable at https://www.paypal.com/de/legalhub/paypal/useragreement-full, or, if the Customer does not have a PayPal account, subject to the terms for payments without a PayPal account, viewable at https://www.paypal.com/de/legalhub/paypal/privacywax-full. If the Customer pays using a PayPal payment method selectable during the online ordering process, the Seller hereby declares acceptance of the Customer's offer at the point in time at which the Customer clicks the button that concludes the ordering process.

2.5 For orders placed via the Seller's online order form, the Seller will store the text of the contract after the contract is concluded and send it to the Customer in text form (e.g. e-mail, fax, or letter) after the Customer's order has been sent. The Seller does not make the text of the contract accessible beyond this. If the Customer has set up a user account in the Seller's online shop before sending their order, the order data will be archived on the Seller's website and can be accessed by the Customer free of charge via their password-protected user account by entering the relevant login details.

2.6 Before bindingly submitting the order via the Seller's online order form, the Customer can identify any input errors by carefully reading the information displayed on the screen. An effective technical means of better recognising input errors may be the browser's zoom function, which enlarges the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.

2.7 Different languages are available for the conclusion of the contract. The specific choice of language is displayed in the online shop.

2.8 Order processing and contact generally take place by e-mail and automated order processing. The Customer must ensure that the e-mail address provided for order processing is correct, so that e-mails sent by the Seller can be received at that address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller to process the order can be delivered.

3) Right of Withdrawal

3.1 Consumers are generally entitled to a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the Seller's withdrawal instructions.

4) Prices and Payment Terms

4.1 Unless otherwise stated in the Seller's product description, the prices quoted are total prices, which include statutory VAT. Any additional delivery and shipping costs will be stated separately in the relevant product description.

4.2 The available payment method(s) will be communicated to the Customer in the Seller's online shop.

4.3 If payment in advance by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.

4.4 If payment by invoice is selected, the purchase price becomes due once the goods have been delivered and invoiced. In this case, the purchase price is payable within 14 (fourteen) days of receipt of the invoice, without deduction, unless otherwise agreed. The Seller reserves the right to offer payment by invoice only up to a certain order volume and to decline this payment method if that order volume is exceeded, in which case the Seller will inform the Customer of the relevant payment restriction in the payment information in the online shop. The Seller further reserves the right to carry out a credit check when payment by invoice is selected and to decline this payment method in the event of a negative credit check result.

5) Delivery and Shipping Terms

5.1 Where the Seller offers to ship goods, delivery shall take place within the delivery area specified by the Seller, to the delivery address provided by the Customer, unless otherwise agreed. The delivery address given during the Seller's order processing is decisive for the handling of the transaction. By way of exception, if the payment method PayPal is selected, the delivery address stored by the Customer with PayPal at the time of payment is decisive.

5.2 If delivery of the goods fails for reasons for which the Customer is responsible, the Customer shall bear the reasonable costs thereby incurred by the Seller. This does not apply to the costs of delivery if the Customer effectively exercises their right of withdrawal. Where the Customer effectively exercises the right of withdrawal, the return costs are governed by the provision made in that regard in the Seller's withdrawal instructions.

5.3 Where the Customer acts as a business customer, the risk of accidental loss and accidental deterioration of the goods sold passes to the Customer as soon as the Seller has handed the goods over to the carrier, the freight forwarder, or the person or institution otherwise designated to carry out the shipment. Where the Customer acts as a consumer, the risk of accidental loss and accidental deterioration of the goods sold generally only passes upon handover of the goods to the Customer or to a person authorised to receive them. By way of exception, the risk of accidental loss and accidental deterioration of the goods sold also passes to the Customer, even where they are a consumer, as soon as the Seller has handed the goods over to the carrier, the freight forwarder, or the person or institution otherwise designated to carry out the shipment, where the Customer has instructed the carrier, freight forwarder, or such other person or institution to carry out the shipment and the Seller had not previously named that person or institution to the Customer.

5.4 Where the Customer acts as a consumer resident in Germany, or as a business customer, the Seller reserves the right to withdraw from the contract in the event of incorrect or improper supply to itself by its own suppliers. This applies only where the Seller is not responsible for the non-delivery and has, with due care, entered into a specific back-to-back transaction with the supplier. The Seller will make all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the Customer will be informed without delay and any payment already made will be refunded without delay.

5.5 Where the Seller offers goods for collection, the Customer may collect the ordered goods within the business hours specified by the Seller at the address specified by the Seller. In this case, no shipping costs will be charged.

6) Retention of Title

Where the Seller performs in advance, it retains title to the goods delivered until the purchase price owed has been paid in full.

7) Liability for Defects (Warranty)

Except as otherwise provided below, the statutory provisions on liability for defects apply. By way of derogation from this, the following applies to contracts for the supply of goods:

7.1 Where the Customer acts as a business customer,

• the Seller has the choice as to the manner of subsequent performance (repair or replacement);
• for new goods, the limitation period for claims for defects is one year from delivery of the goods;
• for used goods, claims for defects are excluded;
• the limitation period does not begin to run again where a replacement delivery is made as part of the liability for defects.

7.2 The above limitations of liability and shortened time limits do not apply

• to the Customer's claims for damages or reimbursement of expenses,
• where the Seller has fraudulently concealed the defect,
• to goods that have been used, in accordance with their usual method of use, for a building structure and have caused that structure's defectiveness,
• to any obligation the Seller may have to provide updates for digital products, in the case of contracts for the supply of goods with digital elements.

7.3 In addition, for business customers, the statutory limitation periods for any statutory right of recourse remain unaffected.

7.4 Where the Customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the Customer is subject to the commercial duty to inspect and give notice of defects under Section 377 HGB. If the Customer fails to comply with the notification obligations set out there, the goods are deemed to have been approved.

7.5 Where the Customer acts as a consumer, they are asked to report any goods delivered with obvious transport damage to the delivery agent and to notify the Seller of this. If the Customer fails to do so, this has no effect whatsoever on their statutory or contractual claims for defects.

8) Liability

The Seller is liable to the Customer in respect of all contractual, quasi-contractual, and statutory claims, including claims in tort, for damages and reimbursement of expenses, as follows:

8.1 The Seller is liable without limitation, on any legal basis,

• in the case of intent or gross negligence,
• in the case of intentional or negligent injury to life, body, or health,
• on the basis of any guarantee given, unless otherwise provided in that regard,
• on the basis of mandatory liability, such as under the German Product Liability Act (Produkthaftungsgesetz).

8.2 Where the Customer acts as a consumer resident in Germany, or as a business customer, the following limitations of liability apply:

Where the Seller negligently breaches a material contractual obligation, its liability is limited to the foreseeable damage typical for this type of contract, unless it is liable without limitation under the preceding paragraph. Material contractual obligations are obligations which the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place, and on the observance of which the Customer may regularly rely. In all other respects, the Seller's liability is excluded, unless it is liable without limitation under the preceding paragraph.

8.3 The above provisions on liability also apply with regard to the Seller's liability for its vicarious agents and legal representatives.

9) Applicable Law

The law of the Federal Republic of Germany applies to all legal relationships between the parties, to the exclusion of the law on the international sale of goods. For consumers, this choice of law applies only to the extent that it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the country in which the consumer has their habitual residence.

10) Place of Jurisdiction

Where the Customer is a merchant, a legal entity under public law, or a special fund under public law with its seat within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller's place of business. If the Customer's seat is outside the territory of the Federal Republic of Germany, the Seller's place of business is likewise the exclusive place of jurisdiction for all disputes arising from this contract, where the contract or claims arising from it can be attributed to the Customer's professional or commercial activity. In the above cases, however, the Seller is in any case entitled to bring proceedings before the court having jurisdiction over the Customer's place of business.

11) Alternative Dispute Resolution

The Seller is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

This is a non-binding English translation of the original German Terms and Conditions prepared for Hermann Francksen Nachf. GmbH & Co. KG. The German-language original governs; in the event of any discrepancy between the two versions, the German text shall prevail.