Wunderwerk - B2B

Delivery and payment terms

Delivery and payment terms Rheinstoff GmbH & Co. KG, Ackerstr. 133, 40233 Düsseldorf

I. Conclusion of the Contract

1. The following conditions are valid for all types of contracts, deliveries and other services, even if

they are not again separately agreed, they are also valid for all future business relations. Deviating

terms and conditions, in particular conflicting terms and any counter-confirmations by the

customer will not even be recognised even if we don't expressly disagree with them after receipt.

Unless this has been agreed in writing between the vendor and the buyers. These terms of delivery

and payment shall be deemed accepted at the latest upon delivery of our goods. These General

Terms and Conditions of Delivery and Payment only apply to entrepreneurs, companies, legal

entities subject to public law or a separate estate under public law.

2. Our offers are noncommittal. Agreements and other declarations, especially additional oral

arrangements, agreements guarantees by our sales employees and/or by sales representatives only

become binding once we have confirmed them. The representations we make on the properties of

the goods, such as patterns, samples, analyses, drawings, weights, qualities and measurements are

based on our experience and expertise. These do not constitute any guarantee, nor do these

represent a legally binding assurance. The information about the composition and quality as well as

other declarations of weight, measurements and performance specifications are only binding if

their exact abidance is explicitly agreed on.

3. The Purchaser only has the right to sell the goods only within his retail companies and in

locations, which have been approved and authorized by the Supplier.

4. The Purchaser has no right to sell the goods in online-shops or through third parties without the

prior written consent and permission of the supplier.

II. Prices / Freight Costs

1. Our prices are understood ex stock or ex works plus freight and value added tax, unless agreed

otherwise. The respective statutory value added tax is added and exclusively shown in the invoice

on the day of billing. Each delivery shall be made exclusively at the expense and risk of the

Purchaser. In case of delivery from an external storage site the freight is calculated as coming from

the factory, instead a flat-rate may be added to the invoice.

2. Unless other price agreements have been made with the Purchaser expressly in writing in

advance, our valid list prices apply at the day of supply

If nothing else has been agreed in the individual case, the following terms of payment shall apply:

all prices are quoted before value added tax. If after the contract has been concluded there is a

change in the taxes or other charges as third parties costs included in the agreed price or if new

ones emerge have to be borne by the Purchaser unless we are responsible for the incurrence of

such additional costs.

3. We are entitled to partial delivery or partial performance to the extent reasonable under the


4. Should the Purchaser be in default of acceptance or negligently violate any other cooperation

obligation, the Seller is entitled to demand compensation from the Customer for any damages we

incur therefrom including any additional expenditures.

In such a case, the risk of accidental loss or deterioration of the goods will pass to the Customer at

the moment in which if the purchaser fails to accept the delivery, the Seller shall be entitled, after

fixing a reasonable grace period, to rescind the contract and/or to claim damages in lieu of


III. Payment and billing

1. The invoice is generated at the time of delivery or placing the goods at the disposal of the

customer. Unless otherwise agreed, invoices shall be due for payment immediately upon receipt

and are payable net by the Customer within 30 days after the invoice date. If no payment is

effected by the Customer, the Customer shall be in default after expiry of 30 days after receipt of

the invoice. Should the payment not be received by the Seller within the term of payment of 30

days of the date of the invoice, then the Purchaser has to pay interest on the outstand payment.

The interest payment will be at the basis of the market rate or at minimum of 3% p.a. and is

payable by the Purchaser. Rheinstoff GmbH & Co.KG is entitled, to assign claims against domestic

and other in Europe resident Purchaser’s for the purpose of refinancing to abcfinance GmbH,

Kamekestr. 2-8, 50672 Köln. At the time at which the contract was established, the Purchaser will

be informed if any assignment of claims will be made. On these case, payments with effect of

discharging the debt can only be made abcfinance GmbH. These bank details will be communicated

to the Purchaser after conclusion of a contract.

2. Unless otherwise agreed, the payment shall be made in cash or by bank or giro transfer. Any

payments shall also be applied to our oldest claims without consideration of any deviating

stipulations of the Customer.

3. The company can decline the delivery if it identifies, after the contract has been closed, that its

claim for payments is in danger by doubts about the creditworthiness of the Customer. In this case

we are entitled to perform outstanding deliveries only against advance payment or security

deposits. The Customer's further statutory claims and rights remain reserved.

4. We are entitled to offset payments against all receivables due from our contractual partners

against all receivables that the contractual partner, irrespective of the legal grounds, may have

against us. Set off rights can be only granted to the Buyer, if his counterclaims have been stated

legally binding, undisputed or recognized by our company. In addition, he shall be authorised to

exercise a right of retention only to the extent that his counterclaim is based on the same

contractual relationship, this was affirmed in writing, or it was established with legal force.

IV. Retention of Title

1. Goods are supplied subject to retention of ownership pending final payment of all outstanding

accounts receivable existing at the time of delivery and future accounts arising under the business

relationship. This includes all incidental charges such as exchange costs, financing costs, and


2. The Customer may only sell the goods in his usual scope of business and only sell or use them

when the recipient has not excluded the assignment of claims from further sale or further use.

Transfer by way of security, pledging and other disposals that endanger the rights of the supplier,

are not allowed. The Buyer must notify us immediately of a forthcoming pledge or another

impairment of our rights (e.g. as a result of initiation of insolvency proceedings). In this case the

Purchaser shall upon request notify the debtors in writing of the assignment, provide us with all

information and present and deliver all documents. This apart, the Customer is obliged to inform

the executory officer and third parties of our property. The Buyer shall bear all costs which have to

be incurred for cancellation of access to or return transport of the goods subject to retention of

title, to the extent to which they are not compensated for by third parties. In case of garnishment,

he shall send us a copy of the garnishment document.

If the Customer only sells the goods delivered by and belonging to us- in whatever state - he

immediately surrenders to us his entitlements, as against his purchaser, arising from the sale until

he has made complete repayment of our demands including all supplementary rights. However, he

already assigns to us now all receivables amounting to the grand total of the invoice (including

value added tax) of our receivable accruing to him from resale to his customer or third party.

The Buyer is authorised to collect the assigned claims on our account - but at his own risk and

expense - and for as long as he for his part meets his duties of payment towards us in accordance

with the contract. Our allowance, to draw in the demands ourself, is not concerned by this,

however we are obliged, not to draw in the demands, as long as the Customer can fulfil his solvency

in a proper way and there is not a payment in arrears. If this is not the case, we can require, that

the Customer tells us about the assigned demands and the debtor, that he gives us the necessary

details about the assignment, that he hands over the concerning documents and that he informs

the debtor about the assignment.

V. Deliveries, Lead Times and Deadlines

1. Quoted or agreed lead-times shall always be deemed only approximate; firm dates are excluded.

2. Delivery times shall commence with the date of our written order confirmation and are subject

to the timely clarification of any details of the order as well as the timely fulfilment of all of the

purchaser's obligations. e.g. the provision of official certifications, letters of credit and payment

guarantees or payment of instalments. Delivery deadlines and dates are prolonged - regardless of

our rights resulting from delay of the customers - by the period of time in which the customer does

not satisfy his obligations towards us.

3. Circumstances beyond our control, all cases of force majeure (especially strike, lockout, lack of

raw materials or energy and operational problems) and disruptions or restrictions among one or

more upstream suppliers shall discharge us from our delivery commitment for the duration of the

disruption and in the extent of its impacts. If the force majeure causes a final, permanent,

irreparable hindrance of delivery, we are entitled to cancel the contract. If the hindrance takes

longer than five weeks and the other party is not informed forthwith after its inquiry that delivery

will be rendered; and the goods are not delivered within 14 days from the date of notification, the

other party may cancel the contract with immediate effect.

VI. Notice of Defects and Warranty

1. If the purchase is a commercial transaction for both parties, the Purchaser must examine the

goods immediately after receipt. Faults regarding completeness and exterior condition of the

delivery have to be reported by the Purchaser to the Supplier within 3 working days. The Purchaser

shall also confirm said abnormalities by sending the carrier a registered letter with

acknowledgement of receipt specifying the claim, within 3 business days as of the delivery date.

Otherwise all claims of the Buyer in this case are excluded. The notification of covert defects, has to

be reported to the Supplier within 3 working days of their discovery. After the periods indicated

faults and complaints are no longer recognised.

2. Small and/or technically unavoidable deviations of quality, color or shape, as well as those

conforming to general trade practice - even from the description of the goods in the offer or from

samples -, do not constitute a defect and may not be claimed.

3. The Purchaser shall give us or our suppliers the opportunity to examine the identity of the goods

on site which are subject of complaint and for our own inspection, tests as requested should be

possible without further delay, otherwise complaints are not valid.

4. Either in the field of legitimate customer's complaints the seller has the right closed after his

choice, to remove the lacks or either take the product back under credit note of the calculated

amount or in adequate period either to provide a substitute free of charge or to credit the inferior

value of the product to the Buyer. Where remedying of the defect or supply of a new delivery item

fails, the Purchaser is entitled at his discretion to cancel the contract or demand an appropriate

lowering of the purchase price.Our company only accepts returns and complaints after previous

written agreement. If such goods are returned without our prior consent, we may refuse to accept

the returned goods and return these to the customer at his cost and expense

5. The guarantee does not cover/extend to:

- improper use / overtaxing or other fault on the part of the purchaser or a third party

- the Supplier does not accept loss or damage due to water, fire, explosion,

whirlwinds, lightning, flooding or other instances of force major

- natural wear and tear

VII. General limit of liability

1. The Supplier is liable for the full amount of loss where there has been willful behavior or gross

negligence on his own part or willful behavior or gross negligence on the part of senior managerial

staff. The Supplier is furthermore liable for the full amount of loss for non-compliance with

warranties, where a supply risk is accepted, where there is culpable injury to life, limb and health

and within the scope of liability under the Product Liability Act.

2. We are generally liable for any culpable breach of a substantial contractual obligations and for

gross breach of non-executive employees. We are liable under item VII clause 2 and shall be limited

to compensation for normally foreseeable damage.

3. Further-reaching liability on the supplier's part is expressly preclude.

4. According to item IIV, a reversal of the burden of proof is not associated with the

aforementioned provisions.

5. To the extent that our liability is excluded or limited, this applies equally to the personal liability

of our employees, workers, personnel, legal representatives and vicarious agents.

VIII. Place of performance, place of jurisdiction, partial ineffectiveness

1. If the purchaser is a businessman, our registered place of business (Düsseldorf) is the legal venue

2. For all disputes arising out of the contact, action may be taken against a responsible person or

persons, a legally defined entity, or public corporation and may be represented at the court of

jurisdiction responsible for the registered headquarters of the Supplier. If the Purchaser does not

have a domestic place of general jurisdiction or if the Purchaser is a merchant, a legal person

governed by public law or a special fund under public law, the place of jurisdiction for all disputes

arising out of or in close connection with the contractual relationship our place of business shall be

the legal venue (Düsseldorf). However, we shall have the right to sue the buyer at his place of

residence as well.

3. Insofar as nothing to the contrary has been agreed, the Agreement is subject to German law

under exclusion of the United Nations Convention for the International Sale of Goods (UN Sales

Convention, CISG)

4. Should individual provisions of these conditions be partly or wholly invalid then the other part of

these conditions remains fully valid. In such a case the contractual parties now already undertake to

enter into negotiations with the purpose to replace the ineffective clause by such a clause coming

closest to the economic purpose intended by the parties by means of the actual clause.

With my signature I agree with the terms and conditions of this contract and Rheinstoff GmbH &

Co. KG.