General Terms and Conditions for Resellers

§1 Validity
(1) The following conditions apply to all sales and deliveries of QUADRO DER GROSSBAUKASTEN GmbH (Seller) to entrepreneurs (Buyer) in the sense of § 14 BGB.
(2) The validity also covers all future legal transactions of a related nature with the Buyer.
(3) Agreements made in individual cases and amending these terms and conditions shall have priority, but must be documented in writing for evidence purposes.
(4) Otherwise, the Seller shall not recognize conflicting or deviating terms and conditions, even if it fulfills a contract (if applicable, in part) with knowledge of conflicting or deviating terms and conditions.

§2 Offers and Conclusion of Contract
(1) Offers of the Seller are always expressly designated as such.
(2) The sending of information about objects of purchase and their prices without binding contractual details is not an offer that the Buyer can accept directly. In such cases, a contract shall only be concluded after the Buyer's offer has been confirmed by the Seller.
(3) The Vendor may accept orders within two weeks of submission; the Purchaser shall be bound to a submitted offer for this period. The seller can also accept orders by contract performance.

§3 Prices
(1) The prices expressly agreed between the parties shall apply.
(2) Prices/price lists not agreed are always subject to change.
(3) Unless otherwise agreed, prices shall apply "ex works" excluding costs, in particular for packaging, shipping and transport, taxes, customs duties, levies and insurance, and plus value added tax at the statutory rate applicable at the time of performance of the contract.

§4 Delivery
(1) Unless otherwise agreed, the Seller shall deliver from a production location of its choice. It shall be entitled to have the delivery carried out by third parties.
(2) The Seller shall be entitled to make partial deliveries.
(3) The risk of damage to or loss of the goods/delivery shall pass to the Purchaser when the goods/delivery are handed over to the carrier for transport in accordance with their intended use. Furthermore, the risk shall pass to the Purchaser at the time the shipment or delivery is delayed for reasons for which the Purchaser is responsible or if the Purchaser is in default of acceptance.
(4) If the Buyer returns goods to the Seller, it shall bear the risk of their loss or deterioration if the return is for reasons for which the Buyer is responsible.
(5) In the absence of an expressly agreed delivery period (which shall then have priority), the Vendor shall deliver the goods within 90 days of acceptance of the offer in accordance with clause 2. If the Buyer has to cooperate in the delivery and fails to do so, the delivery period shall be delayed accordingly.
(6) The Seller's delivery shall be extended in cases of force majeure (= hindrance) by the respective duration of the hindrance. If this impediment requires a separate lead time for the resumption of the Seller's production and delivery, this shall be added to the actual impediment period.

Force majeure shall be deemed to include, but not be limited to, unavoidable events for which the Seller is not responsible (such as currency, trade policy or other sovereign measures, strikes, lockouts, significant operational disruptions including, in particular, delivery bottlenecks, performance disruptions or other supply difficulties of raw material suppliers or other upstream suppliers of the Seller, disruptions in the packaging and handling process or transport bottlenecks) and obstructions of traffic routes which are not only of short duration and make delivery significantly more difficult or impossible. Events of force majeure and events equivalent thereto shall be notified by the Seller to the Buyer without undue delay. If the hindrance lasts longer than four months, both parties shall be entitled to withdraw from the contract, however, in the case of partial deliveries already made, only with regard to the unfulfilled part of an order. Payment for partial deliveries already made may not be refused on account of the unfulfilled part of a partially fulfilled order.

§5 Retention of Title
(1) All objects of purchase delivered to the Buyer shall remain the property of the Seller until they have been paid for in full. The Buyer shall be entitled to resell the goods in the ordinary course of business. Any other disposal, in particular pledging, transfer of ownership by way of security or other encumbrance with a third party right is not permitted.
(2) The Purchaser shall assign to the Vendor any claims against third parties arising from a resale. The latter accepts the assignment. The Vendor shall be entitled to disclose the assignment of the claim in the event of default in payment, the opening of insolvency proceedings against the Purchaser's assets or the Purchaser's cessation of payments and to assert the claim itself.

If the Buyer sells goods subject to retention of title together with other goods not owned by the Seller, the Buyer shall assign the relevant claim only to the amount of the price of the goods subject to retention of title agreed between the parties. If claims of the Buyer from a resale of the Retained Goods enter into a current account relationship, the claim assigned to the Seller shall be replaced by the resulting balance after balancing of the current account in question, which balance shall correspond to the amount of the price of the Retained Goods sold agreed between the parties.
(3) The Seller shall release all security interests to which it is entitled insofar as their realizable value exceeds the total claim to be secured by 10% in each case.

§6 Acceptance
(1) The Buyer shall be obliged to inspect the goods without delay and to give notice of any defects (§ 377 HGB). Acceptance may not be refused due to insignificant defects.
(2) In the event of default of acceptance on the part of the Purchaser, the Vendor shall be entitled to withdraw from the contract after setting a reasonable period of grace; in the case of partial deliveries already made, the Vendor shall only be entitled to withdraw from the contract with regard to the unfulfilled part of an order. If the Purchaser is responsible for the delay in acceptance, also in the case of partial deliveries, the Vendor shall be entitled to claim liquidated damages for the damage caused by the Purchaser's delay in acceptance amounting to 10% of the agreed net order value for the non-accepted part of a delivery. Further claims for damages as well as the proof of a lower damage remain unaffected.

§7 Payment
(1) The Seller shall be entitled to invoice partial deliveries separately.
(2) Unless otherwise agreed, invoices shall be due for payment within 30 days of the invoice date.
(3) In the event of default in payment, the Vendor shall be entitled to the statutory interest.
(4) Deposits (one or more) to be made in accordance with the agreements of the parties shall, in the case of partial deliveries, be set off against the most recent claims for the purchase items delivered latest by date in the corresponding amount.
(5) Otherwise, in the absence of a payment provision by the Purchaser, payments received by the Vendor shall in each case be set off against the oldest claim due. If the Vendor has already incurred costs and/or interest, payments shall first be set off against the costs, then against the interest and finally against the principal claim.
(6) The Purchaser shall only be entitled to offset against payment claims of the Vendor or to assert a right of retention if the counterclaims are undisputed or have been legally established.
(7) In the event of a significant deterioration in the Buyer's solvency or creditworthiness which jeopardizes the Seller's claim for payment and which occurs after conclusion of the contract, the Seller shall be entitled to demand a security deposit prior to delivery of all or part of the purchased items and to withhold delivery until such security deposit has been provided and/or to revoke the permission to resell pursuant to § 4 (1). This shall apply in particular in the event of cessation of payments by the Purchaser, an application for the opening of insolvency proceedings against its assets or a substantial seizure. If such security is not provided, the Seller may in such cases, after setting a grace period, withdraw from the contract in whole or in part, reserving all further rights.

§8 Further Obligations of the Buyer
(1) The Buyer shall be entitled to offer and resell the Seller's products only unchanged and in original packaging.
(2) Without the consent of the Seller, the Buyer is not entitled to assign claims arising from concluded contracts.

§9 Seller's Right of Withdrawal
(1) The Seller shall be entitled to withdraw from the contract in whole or (in the case of partial deliveries) in part with regard to the unfulfilled part if it is not supplied by its suppliers or producers through no fault of its own. In this case, it shall immediately inform the Buyer that the ordered goods are no longer available and shall immediately reimburse any services already rendered.
(2) Other rights of withdrawal of the Seller shall remain unaffected.

§10 Intellectual Property Rights
(1) The Seller sells goods protected by trademark rights. It warrants that no third party rights oppose the contractual use by the Buyer for resale.
(2) All intellectual property rights and all other ancillary copyrights (e.g. under copyright, patent or trademark law) to the purchased items shall remain with the Seller. The Purchaser shall be entitled to use them only within the scope of the purpose of the contract (resale to third parties).
(3) The Purchaser shall inform the Vendor immediately in writing if third parties assert property rights to the object of purchase.

§11 Defects
(1) Noticeable material defects, including packaging defects, shall be notified without undue delay. Hidden material defects shall be notified by the Purchaser without undue delay after discovery.
(2) The Seller shall be entitled to subsequent performance either by remedying the defect or by subsequent delivery. In the event of failure to remedy the defect, the Purchaser may either reduce the purchase price or withdraw from the contract with respect to the defective part. This shall only apply in the case of supplier recourse pursuant to Section 445a (2) of the German Civil Code (BGB) to the extent that it has involved the Vendor in subsequent performance vis-à-vis the end customer.
(3) In the event of a recognizably unjustified request for subsequent performance, the Purchaser shall reimburse the Vendor for the expenses incurred as a result.

§12 Compensation for Damages and Expenses
(1) The Seller shall pay compensation for damages and expenses for fraudulent concealment, due to injury to life, body or health, due to the culpable breach of cardinal obligations (these are those which make the proper execution of the contract possible in the first place and on which the Seller regularly relies and may rely) as well as due to the Product Liability Act. The liability of the Seller for a breach of material contractual obligations shall be limited to compensation for the foreseeable damage typical for the contract, unless liability is based on intent or gross negligence, injury to life, limb or health or under the Product Liability Act.
(2) Limitations of liability shall also apply to legal representatives, employees, subcontractors and vicarious agents of the Seller.

§13 Limitation
Claims for defects and damages shall become statute-barred after one year, with the exception of statutory limitation periods for cases of fraudulent concealment, claims arising from rights in rem pursuant to § 438 para. 1 no. 1 BGB, claims pursuant to § 478 para. 1 BGB (entrepreneur recourse), pursuant to § 445 BGB (supplier recourse) as well as claims for damages due to intent or gross negligence, culpable injury to life, limb or health or liability under the Product Liability Act.

§14 Final Provisions
(1) For all obligations of the Seller arising from the contract, its registered office shall be the place of performance.
(2) The law of the Federal Republic of Germany shall apply to all claims arising from the contract to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) If individual provisions of these Terms and Conditions of Sale or the contract are or become invalid, this shall not affect the validity of the remaining provisions.
(4) The place of jurisdiction for all disputes arising from or in connection with the delivery shall be the registered office of the Seller.
(5) Should individual provisions of this agreement be or become invalid in whole or in part, or should gaps in this agreement become apparent, this shall not affect the validity of the remaining provisions. In place of the invalid provision or in order to fill the gap, an appropriate provision shall then be made which economically comes closest to what the parties intended or would have intended if they had considered this point.

Verbal collateral agreements to this agreement have not been made. Amendments or supplements to this agreement must be made in writing. Any individual agreements shall take precedence (§ 305b BGB).