General Sales and Delivery Conditions – B2B Sales

Vertere Berlin UG / Vertere Berlin

Adalbertstr. 6a 10999 Berlin Management & Accounting: Hanna Flake 01578 8983062 hanna@vertere-berlin.com

Tax number: 37/570/50810 VAT ID: DE334676627

General Sales and Delivery Conditions of Vertere Berlin UG /

As of May 2024

1. Validity of these sales and delivery conditions

1.1. All deliveries, services, and offers from Vertere Berlin UG (hereinafter referred to as the “seller”) are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery, unless the buyer is a consumer according to Section 13 of the German Civil Code (BGB).

1.2. Terms and conditions of the buyer or third parties do not apply, even if the seller does not specifically object to their validity in individual cases. Even if the seller refers to a letter that contains or refers to the terms and conditions of the buyer or a third party, this does not constitute agreement with the validity of those terms and conditions.

1.3. Differing regulations of the buyer, in particular general terms and conditions, only apply if they were acknowledged in writing by the seller before the contract was concluded.

2. Offer, conclusion of contract and modifications; Subject of the contract

2.1. All offers (price lists, circulars, etc.) from the seller are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. The seller can process orders or orders within fourteen (14) days after receipt.

2.2. The written purchase contract, including these General Terms and Conditions of Sale and Delivery, is the only decisive factor for the legal relationship between seller and buyer. These fully reflect all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by the seller before the conclusion of this contract are legally non-binding and are replaced by the written contract.

2.3. Additions and changes to the agreements made, including these General Terms and Conditions of Sale and Delivery, must be made in writing to be effective. This also applies to the cancellation of the same.

2.4. Information provided by the seller regarding the subject matter of the delivery (e.g., size and dimensions, color, weight, load capacity, and technical data) as well as representations of the same (e.g., images and drawings) are not guaranteed characteristics, but rather descriptions or identification of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements are permitted as long as they do not impair the usability for the contractually intended purpose.

2.5. The seller reserves the ownership or copyright of all offers made by him as well as images, drawings, brochures, catalogs, models, and other documents and aids made available to the buyer. The buyer may not make these items available to third parties as such or in terms of content, disclose them, use them or reproduce them himself or through third parties without the express consent of the seller. At the seller's request, he must return these items in full to the seller and destroy any copies made and delete or have deleted electronic storage if they are no longer needed by him in the normal course of business or if negotiations do not lead to the conclusion of a contract.

3. Prices, payment, default and offsetting

3.1. The prices apply to the scope of services and deliveries listed in the order confirmations. The prices are in EURO ex works including packaging, plus statutory sales tax; In the case of export deliveries, the buyer must also bear customs duties, fees, and other charges that arise for the export.

3.2. The costs for packaging disposal in the form of the take-back obligation according to the Packaging Regulation are included in the seller's prices as a discount and the seller does not bear these separately.

3.3. Invoice amounts must be paid within twenty (20) days without any deductions, unless otherwise agreed in writing. The date of payment is determined by receipt by the seller. Checks and bills of exchange are only considered payment after they have been cashed and legally credited to the seller's account. All costs associated with checks and bills of exchange are borne by the buyer. If the buyer does not pay by the due date, the outstanding amounts will be nine (9) % points above the base interest rate from the due date paid annually by the European Central Bank; The assertion of higher interest and further damages in the event of default remains unaffected. The seller is also entitled to payment of a flat rate of EURO 40.00 per invoice (§ 288 BGB).

3.4. Offsetting against the buyer's counterclaims or withholding payments due to such claims is only permitted if the counterclaims are undisputed or legally established.

3.5. The seller is not obliged to make any further deliveries before final payment of all outstanding claims. The seller is entitled to carry out outstanding deliveries only against advance payment, cash on delivery or security if, after completion of the contract circumstances become known which are likely to significantly reduce the buyer's creditworthiness and which jeopardize the buyer's payment of the seller's outstanding claims arising from the respective contractual relationship (including from other individual orders).

4. Delivery, delivery time, delay in delivery and force majeure

4.1. Deliveries are made ex works. (EXW, Incoterms 2020).

4.2. Deadlines and dates for deliveries and services announced by the seller are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipping has been agreed, delivery times and delivery dates refer to the time of handover to the freight forwarder, freight carrier, or other third party commissioned with the transport.

4.3. The seller can - without prejudice to his rights arising from the buyer's default - demand from the buyer an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the buyer does not fulfill his contractual obligations to the seller.

4.4. The seller is not liable for the impossibility of delivery or for delays in delivery if these are due to force majeure or other events that were not foreseeable at the time the contract was concluded (e.g., operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of labor, energy or raw materials, difficulties in obtaining necessary official approvals, official measures or the lack of correct or timely delivery by suppliers, mobilization, pandemic, war or riot) for which the seller is not responsible. If such events make delivery or service significantly more difficult or impossible for the seller and the hindrance is not only temporary, the seller is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying the seller in writing.

4.5. Partial deliveries are permitted. Each partial delivery is considered an independent legal transaction.

4.6. If the seller defaults on a delivery or service or if a delivery or service becomes impossible for him, for whatever reason, the seller's liability for damages shall be in accordance with Section 8 of these General Terms and Conditions.

4.7. At the seller's request, the buyer is obliged to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or insisting on delivery.

4.8. Short deliveries and the associated supplementary performance must be declared to the seller within 30 days of receipt of the goods.

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

5.1. The place of fulfillment for all obligations arising from the contractual relationship is Berlin unless otherwise specified.

5.2. The shipping method and packaging are subject to the due discretion of the seller.

5.3. The risk is transferred to the buyer at the latest when the delivery item is handed over (the start of the loading process is decisive) to the freight forwarder, freight carrier or other third party designated to carry out the shipment. If shipping or handover is delayed due to a circumstance caused by the buyer, the risk passes to the buyer from the day on which the delivery item is ready for shipment and the seller has notified the buyer of this.

5.4. The buyer bears storage costs after the transfer of risk. If stored by the seller, the storage costs amount to 0.5% of the invoice amount (excluding statutory sales tax) of the delivery items to be stored per expired week, but a maximum of 5% of the invoice amount (excluding statutory sales tax) in total. We reserve the right to assert and provide evidence of additional or lower storage costs.

5.5. The shipment will only be insured by the seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the buyer and at his expense.

6. Warranty and material defects

6.1. The warranty period is shortened to one year from delivery unless it concerns claims for damages resulting from injury to life, body or health, which are excluded from this shortening of the limitation period.

6.2. The buyer may not refuse to accept deliveries because of insignificant defects. Before issuing the acceptance receipt, the weight and integrity of the boxes (especially the sealing tape) must be checked; any reduced weight and quantity must be certified by the carrier/forwarding agent and reported to the seller immediately in writing. Furthermore, the delivered items are to be delivered to the buyer or to the third party designated by him to carefully examine it. They are deemed to have been approved if the seller does not receive a written notice of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful examination within seven (7) working days after delivery of the delivery item. With regard to other defects, the delivery items are deemed to have been approved if the seller does not receive the notice of defects within seven (7) working days after the time when the defect became apparent; if the defect was already recognizable for the buyer at an earlier point in normal use, this earlier point in time is decisive for the start of the complaint period. At the seller's request, a delivery item that is the subject of a complaint is to be returned to the seller carriage paid. In the event of a justified notice of defects, the seller will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a location other than the location of its intended use.

6.3. In the event of material defects in the delivered items, the seller is initially obliged and entitled to rectify or replace the goods at his discretion within a reasonable period of time. In the event of failure, i.e., the impossibility, unreasonableness, refusal or unreasonable delay in rectification or replacement delivery, the buyer can withdraw from the contract or reduce the purchase price appropriately.

6.4. If a defect is due to the fault of the seller, the buyer can demand compensation under the conditions specified in Section 8.

6.5. In the case of defects in components from other manufacturers, which the seller cannot remedy for licensing or factual reasons, the seller will, at his option, assert his warranty claims against the manufacturers and suppliers for the account of the buyer or assign them to the buyer. Warranty claims against the seller for such defects exist under the other conditions and in accordance with these General Terms and Conditions of Sale and Delivery only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example, is futile due to insolvency. For the duration of the legal dispute, the statute of limitations for the buyer's respective warranty claims against the seller is suspended.

6.6. The warranty is void if the buyer modifies the delivery item or has it modified by third parties without the seller's consent and the remedy of defects is thereby impossible or unreasonably difficult. In any case, the buyer must bear the additional costs of remedying the defect resulting from the modification.

6.7. The delivery of used items agreed with the buyer in individual cases takes place with the exclusion of any warranty for material defects.

7. Retention of title

7.1. The following agreed retention of title serves to secure all respective current and future claims of the seller against the buyer arising from the supply relationship existing between the contracting parties (including balance claims from a current account relationship limited to this supply relationship).

7.2. The goods delivered by the seller to the buyer remain the property of the seller until all secured claims have been paid in full. The goods as well as the goods taking their place and covered by the retention of title in accordance with the following provisions are hereinafter referred to as reserved goods.

7.3. The buyer shall store the reserved goods for the seller free of charge.

7.4. The buyer is entitled to process and sell the reserved goods in the ordinary course of business until the occurrence of the realization event (paragraph 9.4). Pledges and transfers by way of security are not permitted.

7.5. If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in the name and for the account of the seller as the manufacturer and the seller directly acquires ownership or - if the processing is carried out from materials from several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that the seller does not acquire such ownership, the buyer hereby transfers his future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to the seller by way of security.

7.6. If the reserved goods are combined with other items to form a uniform item or inseparably mixed and one of the other items is to be regarded as the main item, the seller, to the extent that the main item belongs to him, transfers the proportional co-ownership of the uniform item to the buyer in the ratio specified in paragraph 9.5.

7.7. In the event of the resale of the reserved goods, the buyer hereby assigns to the seller by way of security the resulting claim against the purchaser - in the case of co-ownership of the seller of the reserved goods, proportionately according to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise in relation to the reserved goods, such as insurance claims or claims arising from unauthorized actions in the event of loss or destruction. The seller authorizes the buyer, who can be revoked, to collect the claims assigned to the seller in his own name for the seller's account. The seller may only revoke this direct debit authorization in the event of realization.

7.8. If third parties access the reserved goods, in particular through seizure, the buyer will immediately point out the seller's ownership and inform the seller in order to enable him to enforce his ownership rights. If the third party is not able to reimburse the seller for the judicial or extrajudicial costs incurred in this context, the buyer is liable to the seller for this.

7.9. The seller will release the reserved goods as well as the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter is at the seller's discretion.

7.10. If the seller withdraws from the contract in the event of behavior contrary to the contract by the buyer - in particular default of payment - (realization event), he is entitled to demand the reserved goods.

8. Liability for damages due to fault

8.1. The seller's liability for damages, regardless of the legal reason, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort is limited in accordance with this paragraph 8, insofar as fault is relevant in each case.

8.2. The seller is not liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, insofar as it is not a matter of a breach of essential contractual obligations. Essential to the contract are the obligation to timely delivery and installation of the delivery item, its freedom from defects of title and such material defects that impair its functionality or usability more than insignificantly, as well as advice, protection and custody obligations, which are intended to enable the buyer to use the delivery item in accordance with the contract or to protect the life or limb of the buyer's personnel or to protect the buyer's property from significant damage.

8.3. Insofar as the seller is fundamentally liable for damages in accordance with paragraph 8.2, this liability is limited to damages that the seller foresaw at the time the contract was concluded as a possible consequence of a breach of contract or which he should have foreseen if he had exercised due diligence. Indirect damages and consequential damages resulting from defects in the delivery item are only eligible for compensation if such damages are typically to be expected when the delivery item is used as intended.

8.4. In the event of liability for simple negligence, the seller's obligation to pay compensation for property damage and resulting further financial losses is limited to an amount of EUR 500,000.00 per damage case (corresponding to the current coverage amount of its product liability insurance or liability insurance), even if it is a matter of a breach of essential contractual obligations.

8.5. The above exclusions and limitations of liability apply to the same extent in favor of the seller's organs, legal representatives, employees, and other vicarious agents.

8.6. Insofar as the seller provides technical information or acts in an advisory capacity and this information or advice does not belong to the scope of services owed by him contractually, this is done free of charge and to the exclusion of any liability.

8.7. The limitations of this paragraph 8 do not apply to the seller's liability due to willful conduct, for guaranteed characteristics, due to injury to life, body or health or under the Product Liability Act.

9. Final provisions

9.1. The place of jurisdiction for any disputes arising from the business relationship between the seller and the buyer is, at the seller's discretion, Berlin or the buyer's registered office. For complaints against the seller, Berlin is the exclusive place of jurisdiction. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this regulation.

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

9.3. Insofar as the contract or these General Terms and Conditions of Sale and Delivery contain loopholes, those legally effective regulations are deemed to have been agreed upon to fill these loopholes, 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 of Sale and Delivery if they had known about the loopholes.

9.4. If a provision of this contract is invalid or unenforceable, this does not affect the validity of the remaining provisions of the contract. The contracting parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to any loopholes.