§ 1 Scope of Application

(1) The present General Terms of Sale subsequently referred to as GTCS apply to all our business relations with our customers (“Buyer“). The GTCS only apply if the buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law.

(2) The GTCS apply in particular to contracts on the sale and/or the supply of movable items (“goods“) regardless of whether we produce the goods ourselves our buy them from subcontractors (§§ 433, 650 German Civil Code). Unless not otherwise agreed the GTCS apply in the version valid at the time the buyer placed the order respectively in any case in the latest version being notified to him in text form as framework agreement also to similar future contracts without us having to refer to these again in each individual case.

(3) Our GTCS are valid exclusively. Divergent, contradictory or supplementary General Terms and Conditions of the buyer shall be only and in so far a contractual part as we approved of them explicitly. This approval requirement applies in every case for instance also if the buyer refers to his General Terms and Conditions within the framework of the order and we do not expressly contradict them.

(4) Individual agreements (e.g. framework supply contracts, quality assurance agreements) and details in our order confirmation take precedence over the GTCS. In doubt commercial clauses have to be interpreted according to the Incoterms(R) issued by the International Commercial Chamber in Paris in the version valid at the conclusion of the contract.

(5) Legally relevant declarations and notifications of the buyer with respect to the contract (e.g. setting of a deadline, defect notification, withdrawal or reduction) have to be notified in writing. Written form requirement in the sense of these GTCS includes written- and text form (e.g. letter, e-mail, telefax). Legal form provisions and other evidence especially in doubts regarding the legitimation of the declarant remain unaffected.

(6) References to the validity of legal prescriptions have only clarifying significance. Therefore even without such a clarification the legal prescriptions apply in so far as they have neither been amended directly nor excluded expressly.

§ 2 Offer and Conclusion of the Contract

(1) Our offers shall be deemed non-binding and subject to alteration. The order of the merchandise from the buyer is deemed a binding contractual offer. Unless the order    reveals nothing to the contrary we are entitled to accept this contractual offer within three weeks after its receipt. The acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

(2) Our details concerning the object of the delivery or performance (e.g. weights, measurements, utility values, resilience, tolerances and technical data) as well as our descriptions thereof (e.g. drawings and illustrations) are only approximately determinating unless the usability with regard to the contractually intended purpose does request a precise conformity. They are no guaranteed quality characteristics but descriptions or labellings regarding the delivery or performance. Customary deviations and deviations due to legal prescriptions or in case they constitute technical improvements are admissible unless they do not seriously impair the usability with regard to the contractually intended purpose.

(3) We reserve the right to property and copy of all documents developed by us for the production of decors, forms and the like, as well as regarding offers made by us, cost estimates, drawings, illustrations, calculations, leaflets, catalogues, models, tools, forms and other documents and aids. This applies also to partial or full coverage of costs by the buyer concerning these services. The buyer may not make available these documents or items neither as such nor in their contents without our explicit consent, divulge them, use them himself neither through third parties nor reproduce them. At our request he has to return these completely to us and destroy possibly produced copies if they are not needed any more by him in the proper course of business or if negotiations have not resulted in the conclusion of a contract.

(4) In so far as the products have been manufactured or delivered according to drawings, quality samples or other templates by the buyer he is committed to safeguard possible rights of third parties under our exemption from all possibly obligations resulting therefrom with regard to third parties.

(5) At the time the order is placed excess or short deliveries of 10 % customary in the trade and corresponding price equalisation shall be deemed as agreed upon.

§ 3 Delivery time and Delay in Delivery

(1) The delivery time is agreed upon individually respectively set by us with the acceptance of the order.

(2) Unless we cannot observe the agreed delivery times for reasons we do not have to account for (non-availability of the performance) we shall inform the buyer immediately and communicate simultaneously the probably new delivery time. If the performance is not available neither within the new delivery time we are entitled to terminate the agreement; a counter-service already rendered by the buyer will be reimbursed immediately by us. Non-availability of the performance is present for instance in case of not in time self-delivery from our subcontractor, in the event we have concluded a congruent reserve transaction, for other disturbances in the delivery chain possibly due to force majeure or if in the individual case we are not obligated to procurement.

(3) The occurrence of our default in delivery is determined pursuant to legal stipulations. In any case however a reminder by the buyer is imperative. If we fall behind with delivery the buyer can demand a flat rate compensation for his damage caused by delay. The lump sum for damages amounts to 0,5% of the net price (delivery value) per each complete calendar week of the delay in total however a maximum of 5% of the delivery value of the delayed delivered goods. We reserve the right to prove that the buyer has suffered no loss at all or only a substantially smaller loss than the above lump sum.

(4) The rights of the buyer shall remain unaffected pursuant to § 9 of these GTCS as well as our legal rights in particular in the event of an exemption from the performance obligation (e.g. due to the impossibility or unreasonableness of the performance and/or subsequent performance).

§ 4 Delivery, Transfer of Risk, Acceptance, Default in Acceptance

(1) Delivery is carried out ex warehouse which is also the place of fulfilment for the delivery and a possible subsequent fulfilment. Upon request and at the cost of the buyer the goods are shipped to another place of destination (dispatch sale). Unless agreed upon otherwise we are entitled to select the dispatch method (in particular carrier, dispatch route, packaging).

(2) We are entitled to partial deliveries unless the partial delivery is usable to the buyer within the framework of the contractually intended purpose, the delivery is ensured for the remaining ordered goods and the buyer does not have to assume considerably additional expenses or additional costs unless we declare our consent to bear these costs.

(3) Unless not agreed upon otherwise we deliver on Euro pallets. Buyers who do not exchange pallets are charged by us with the relevant costs in the invoice.

(4) The risk of accidental loss and the accidental deterioration of the merchandise shall pass to the buyer at the latest with the transfer at the place of fulfilment. In the event of the shipment purchase however the risk of accidental loss and the accidental deterioration of the merchandise as well as the risk of delay shall already pass upon delivery of the goods to the carrier, the forwarding agent or to the person or institution otherwise commissioned to execute the delivery. In so far as an acceptance has been agreed upon this determinates the transfer of risks. Also for the rest the legal prescriptions regarding work and services contracts shall apply to an agreed acceptance. If the buyer is in acceptance delay this shall be deemed equivalent to transfer or acceptance.

(5) The delivery shall be insured by us only upon explicit demand of the buyer and at his costs against theft, breakage, transportation-, fire-, and water damage or other insurable risks.

(6) In the event the buyer is in default in acceptance, fails to act in cooperation or our delivery is delayed for other reasons the buyer is accountable for we are entitled to claim compensation for the damage resulting therefrom including additional expenses (e.g. storage costs). In this case we charge a lump sum compensation at an amount of 0,25% of the net invoice amount of the items to be stored per terminated week beginning with the delivery time - respectively in absence of a delivery time – with the notification that the goods are ready for dispatch.

(7) The proof of a greater damage and our legal claims (in particular compensation in increased expenses, appropriate compensation, termination) remain unaffected; however the lump sum has to be offset against further monetary claims. The buyer is entitled to prove that no or only an essentially minor damage has occurred than the foregoing lump sum.

§ 5 Prices and Terms of Payment

(1) In so far as nothing to the contrary has been agreed upon our prices shall apply each currently valid at the time of the conclusion of the contractid estex warehouse plus legal VAT.

(2) Regarding first orders we deliver only against advance payment unless nothing to the contrary results from the confirmation of the order.

(3) In the event of a shipment sale (§ 4 section 1) the buyer assumes the costs of transportation ex warehouse and when appropriate the costs of a possible transportation insurance demanded by the buyer. In so far as nothing to the contrary has been agreed 5% of the value of the goods are charged for the packaging. Packing boxes, crates, harasses and special shipping cartons are invoiced at cost price and not taken back. Possible customs, fees, taxes and other public levies are assumed by the buyer.

(4) A term of payment amounting to 30 days net after receipt of the invoice is agreed upon.

(5) In so far as nothing to the contrary has been agreed upon in the confirmation of the order the purchase price is due within 30 days from invoicing and delivery respectively acceptance of the merchandise. We are however entitled to carry out a delivery partly or fully only against prepayment. We declare a corresponding reserve at the latest with the confirmation of the order.

(6) With the expiration of the terms of payment the buyer is in default in payment. During the period of the delay the purchase price bears interest at the statutory interest rate each. We reserve the right to assert claims resulting from a further damage caused by delay. Towards merchants our claim for commercial maturity interest remains unaffected (§ 353 German Commercial Code).

(7) If there is a complete or partly delay in the buyer's payment we are entitled to demand immediate payment of all claims against the buyer and request prepayment for outstanding performances.

(8) The buyer has an offsetting and retention right only in so far as his claim has been legally established or is undisputed. Regarding defaults in delivery adverse rights on behalf of the buyer remain unaffected in particular pursuant to § 8 section 6 sentence 2 of these GTCS.

(9) In the event that following the conclusion of the contract it becomes apparent that our title for the purchase price is put at risk due to lack of performance on behalf of the buyer (e.g. by an application for the opening of insolvency proceedings) we are entitled according to the legal prescriptions to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (§ 321 German Civil Code). With respect to agreements on the production of non-fungible goods (custom made products) we can declare our withdrawal immediately; the legal stipulations concerning the dispensability of setting a deadline remain unaffected.

(10) In so far as our agreed prices are based on list prices and the delivery is scheduled only more than four months after conclusion of the contract our list price shall be in effect on the day of delivery (in each case minus an agreed percentage or fixed discount). Furthermore we are entitled to adjust the prices also in individual cases in the event of essential changes in the economic framework conditions (e.g. punitive tariffs/anti-dumping duties, currency fluctuations, raw material price increases, etc.).

§ 6 Reservation of Ownership

(1) Until the full payment of all our present and future receivables resulting from the sales contract and a current business relationship (secured receivables) we reserve the right to reserve ownership of the sold goods.

(2) Prior to the complete payment of the goods subject to the reservation of ownership may neither be pledged nor be offered as security to third parties. The buyer has to notify us immediately in the event a petition has been filed for the opening of insolvency proceedings or in so far as third parties get access to the goods belonging to us (e.g. seizures).

(3) In the event of behaviour contrary to the contract in particular in the case of non-payment of the due purchase price we are entitled according to the legal provisions to withdraw from the contract or/and request to surrender the goods due to the reservation of ownership. The request to surrender the merchandise does not signify the simultaneous declaration of withdrawal; we are rather entitled to request to only surrender the goods and to reserve the right to withdraw. If the buyer does not pay the due purchase price we only may assert these rights unless we have unsuccessfully set the buyer a reasonable payment term or this kind of setting a deadline is dispensable according to the legal stipulations.

(4) Pursuant to below c the buyer is authorized until further notice to resell the goods under reservation of ownership in the ordinary course of business and/or process them. In this case the following provisions shall apply.

(a) The reservation of ownership applies to products resulting from processing, mixing, or the combination of our goods at their full value whereas we are deemed to be the manufacturers. In case of processing, mixing or combining with products of a third party right of ownership persists we shall acquire co-ownership in the proportion to the invoice value of the processed, mixed or combined products. Apart from that the same applies to the ensuing products as to the goods delivered subject to the reservation of ownership.

(b) The buyer shall already by now assign to us all claims arising from the resale of the merchandise or the product for security up to the amount of our possible co-ownership pursuant to the aforementioned section. We accept the assignment. The duties of the buyer under section 2 also apply to the assigned claims.

(c) The buyer retains authority to collect the claim in addition to us. We undertake not to collect the claim provided the buyer fulfills his payment obligation to us, there is no fault in his performance capacity and we do not assert the title of reservation of ownership by exercising our right according to section 3. However if this is the case we can request that the buyer notifies us of assigned claims and their debtors, makes all statements required for the collection, hands over the pertinent documents and notifies the debtors (third party) regarding the assignment. Furthermore we are entitled in this case to revoke the authority of the buyer to further resales and processing of the goods subject to the reservation of ownership.

(d) Unless the realizable value of the securities exceeds our receivables by more than 10% we shall release securities at our discretion on demand of the buyer.

§ 7 Material Defects

(1) Usual deviations in form or colour from the agreed execution or a minor impairment of the usefulness with regard to its intended use do not constitute any material defect.

(2) Cups and jars, made of ceramic are supplied in oven sorting unless not otherwise agreed. Thus the following material characteristics have generally to be accepted by the customer and do not constitute any material defect: smear glazing, stitches, small iron inclusions or other inclusions, tolerances with regard to glaze colour and glaze gloss, colour gradients and unevenesses. Individual release- or representative samples do not constitute any qualitative average.

(3) We try to implement specifications made by of the buyer regarding colour by means of common colour charts (Pantone, HKS etc.) however minor colour deviations cannot be avoided due to technical reasons and do not constitute any material defect. This is also true for minor deviations from release samples for serial production as the samples are produced under simulated production conditions.

(4) Due to customary deviations of the articles to be printed as well as other technical circumstances no print image being one hundred percent homogeneous can be guaranteed. For the same reasons small print offsets in multi colour printing cannot be avoided. Minor deviations in the series production with respect to the release draft respectively the print samples do not constitute any material defect.

(5) Due to production conditions it may occur that a slight proportion of our produced and delivered articles reveal small deviations from the agreed condition due the matters of fact described in the sections 1 – 4. In the event that this proportion is less than 5% of the total edition the buyer has to accept this.

(6) Regarding the glass cups and glasses these products are customary products made of soda limeindustrial glass unless not otherwise described. They may not be exposed to open flames and are suited for thermal shock only to a limited extent. The dishwater safety varies with the used material combinations, the used colours and the cleaning conditions.

§ 8 Default Claims of the Buyer

(1) Regarding the rights of a buyer in case of defaults in quality and legal deficiencies (including false delivery and shortfall in delivery as well as improper assembly / installation or inadequate instruction) the legal stipulations shall apply unless nothing to contrary has been agreed in the following. In all cases the legal stipulations on the consumer good purchase (§ 474 ff. German Civil Code) are not affected. This applies also to rights of the buyer resulting from separately granted warranties in particular on behalf of the producer.

We are liable pursuant to the legal regulations in so far as the buyer asserts compensation claims in damages based on premeditation or gross negligence including premeditation or gross negligence on behalf of our representatives or auxiliary persons. Unless we are not charged with premeditated contractual infringement the liability for damage is restricted to predictable damage occurring typically.

(2) The basis of our liability for defects is above all the agreement made on the quality and the purpose of the goods, provided in the contract (including accessories and instructions). In this sense all product descriptions and manufacturer specifications which are subject matter of the individual contract are considered as an agreement on the quality of the goods or were made available to the public by us at the time of the conclusion of the contract (in particular in catalogues or on our internet homepage). In so far as there was no agreement on the quality it has to be assessed in accordance with the legal regulation if a defect is present or not (§ 434 section 3 German Civil Code). Public statements made by the producer or on his order in particular in advertising or on the label of the merchandise prevail over statements made by other third parties.

(3) In principle we are not liable for defects the buyer knows at the conclusion of the contract or ignores in gross negligence (§ 442 German Civil Code). Furthermore the claim of the buyer for defects presupposes that he fulfilled properly his legal obligations regarding his legal inspection obligation and notification requirement (§§ 377, 381 German Commercial Code).If at the delivery, the inspection or at any later date a default is revealed we are to be notified immediately in writing. In any case obvious defects have to be notified in writing within 10 working days from delivery and defects not detected at the examination within the same delay from detection. If the buyer fails to carry out the proper inspection and/or notification of defects our liability for the defect which was not reported timely or not in the proper form is excluded according to the legal prescriptions.

(4) All glasses and cups offered by us – unless not otherwise marked – are manufactured for the use of drinking vessels and not stackable. For other alienated use a warranty and liability is excluded.

(5) In case the ordered merchandise is defective we may firstly choose at our discretion either to remedy the defect (subsequent improvement) or to replace them by delivery of a faultless product (substitute delivery). In case the chosen option of the subsequent performance is unacceptable to the buyer in the individual case he may refuse it. Our right remains unaffected           to decline the subsequent performance under the legal conditions.

(6) We are entitled to perform the owed subsequent performance subject to the buyer paying the due purchase price. However the buyer is entitled to retain an adequate part of the purchase price in proportion to the defect.

(7) The buyer has to grant us the necessary time and opportunity and in particular to surrender the rejected good for reviewing purposes. In the event of a substitute supply the buyer has to return to us the faulty item pursuant to the legal prescriptions upon our request; however the buyer does not have a claim for return. The subsequent performance includes neither the disassembling, removal nor the deinstallation of the faulty object nor the mounting, attachment nor the installation of a faultless object provided that were not obligated to deliver these performances originally; claims on behalf of the buyer for reimbursement of the respective costs “disassembling and mounting costs“ remain unaffected.

(8) In the event an actual defect is revealed we shall reimburse the necessary expenses required for the purpose of verification and subsequent performance, in particular transportation-, road-, labour- and material costs as well – if necessary - disassembling and mounting costs are assumed respectively reimbursed by us according to the legal regulations and these GTCS subject to the actual presence of a defect. In the adverse case we can require from the buyer to reimburse the costs resulting from the unjustified claim to remedy defects if the buyer knew or was supposed to recognize that actually no defect is present.

(9) In urgencies e.g. jeopardising the operational safety or in defense of disproportional damage the buyer is entitled to remedy the defect himself and require from us the compensation for the objectively required expenses. We have to be informed immediately about such a self-remedy of the defects if possible prior to such an action. The right to self-remedy does not exist in case we had been authorized to refuse a corresponding subsequent performance according to the legal prescriptions.

(10) In the event that a delay to be set by the buyer expires without success or is dispensable pursuant to legal prescriptions the buyer can withdraw from the purchase contract or reduce the purchase price in accordance with the legal prescriptions. In the event of an insignificant defect however there is no right of withdrawal.

(11) Claims on behalf of the buyer with respect to reimbursement claims according to $$ 445a section 1 German Civil Code are excluded unless the last contract in the delivery chain is a consumer sale (§§ 478, 474 German Civil Code) or a consumer contract on provision of digital products (§§ 445c sentence 2, 327 section 5, 327u German Civil Code). Claims of the buyer for compensation in damages or reimbursement of fruitless expenditure (§ 284 German Civil Code) apply also to defects of the merchandise exclusively pursuant to subsequent §§ 9 and 10.

§ 9 Further Liabilty

(1) Unless nothing else results from these GTCS including the subsequent stipulations we shall be liable for infringements of contractual or extra-contractual obligations pursuant to the legal prescriptions.

(2) We are liable for damages – regardless of the legal reason – within the framework of fault-based liability in the case of intention or gross negligence. In the case of simple negligence we are liable subject to legal liability limitations (e.g. diligence in own affairs, insignificant violation of duty) only for damages resulting from injury to life, personal injury or health. Apart from that we are liable for damages resulting from the violation of an essential contract duty (obligation whose fulfilment is prerequisite for enabling the proper performance of the contract in the first place and its observance in which the contractual partner normally trusts and may trust); in this event however our liability is limited to the reimbursement of the foreseeable typically occurring damages.

(3) The liability limitations resulting from section 2 apply also to third parties as well as to violations of duties by persons (also in their favour) whose faults we have to account for pursuant to legal prescriptions. They do not apply if a defect was maliciously concealed or a warranty was assumed for the quality of the good and for claims on behalf of the buyer pursuant to the law on product liability.

(4) Due to a violation of duties not consisting in a default the buyer may only withdraw or terminate if we are responsible for the violation of duties. A free right of termination of the buyer is excluded (in particular pursuant to §§ 650, 648 German Civil Code). In addition the legal conditions and legal consequences.

(5) In so far as we give technical information or are acting in a consulting activity and this information or consultation does not belong to the contractually agreed scope of performance we owe this is free of charge and subject to the exclusion of any liability.

§ 10 Prescription Period

(1) Divergent from § 438 section 1 no. 3 German Civil Code the general period of prescription for claims resulting from material defects and deficiencies in title is one year from delivery. In so far as an acceptance of the merchandise was agreed upon the prescription period begins with the acceptance.

(2) The aforementioned prescription period of the purchase right applies also to contractual and extra-contractual claims for compensation in damages on behalf of the buyer, based on a defect of the merchandise, unless the application of the regular statutory prescription (§§ 195, 199 German Civil Code) would lead in an individual case to a shorter prescription period.  Claims for compensation in damages on behalf of the buyer according to § 9 section 2 sentence 1 and sentence 2 as well as pursuant to the law on product liability are statute barred exclusively pursuant to the legal prescription periods.                               

§ 11 Data Protection

The buyer shall take note of the fact that we store data resulting from the contractual relationship according to § 28 of the Federal Data Protection Law for purposes of data processing and reserve the right to transfer the data (e.g. insurances, credit agencies) to third parties in so far as they are necessary for the fulfilment of the contract.

§ 12 Final Stipulations

(1) The legislation of the Federal Republic Germany applies to these GTCS and the contractual relationship between us and the buyer.

(2) In Case the buyer is a businessman in the sense of the German Commercial Code, a legal entity under public law or a special fund under public law our place of business in Höhr-Grenzhausen is the exclusive – also international place of jurisdiction for any disputes ensuing - directly or indirectly - from this contract. This applies also in case the buyer is an entrepreneur in the sense of § 14 German Civil Code. However we are also authorized in all other cases to bring in action at the place of performance pursuant to these GTCS respectively a primary individual agreement or at the general place of jurisdiction of the buyer. Primary legal prescriptions are not affected by this in particular regarding exclusive competences.

(3) In so far as the contract or these General Sales Conditions contain gaps those legally effective regulations shall come into legal effect to fill the gaps which are considered as agreed upon, which the contractual partners would have agreed upon according to the economic goals of this contract and the purpose of these General Terms and Conditions if they had recognized the regulation gaps.

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GTCS March 2025