General Terms and Conditions of Mirrors & More GmbH

These General Terms and Conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 paragraph 1 BGB, hereinafter referred to as the Customer.

Individual agreements made between the parties in specific cases, including ancillary agreements, supplements and amendments, must be made in writing and shall in any case take precedence over these terms and conditions.

The following General Terms and Conditions apply to the entire business relationship with our customers. The Customer acknowledges them as binding for the present contract and for all future transactions in the version applicable at the time. Any deviating agreement requires our written confirmation. The Customer waives the application of its own purchasing terms and conditions. Such terms shall not become part of the contract either through our silence or through our delivery.

Our offers are non-binding.

If we are prevented from fulfilling the contract on time due to procurement, production or delivery disruptions outside our sphere of influence – either at our premises or at those of our suppliers – for example due to energy shortages, traffic disruptions, strikes or lockouts, the delivery period shall be extended appropriately. The Customer may withdraw from the contract only if, after expiry of the extended period, the Customer sets us a reasonable grace period in writing. Withdrawal must be declared in writing if we do not perform within the grace period.

If fulfilment of the contract becomes wholly or partly impossible for us for the reasons stated in Section II.2, we shall be released from our delivery obligation. Any consideration already received shall be refunded without delay.

We shall inform the Customer immediately of the impediment pursuant to Section II.2 and of the impossibility pursuant to Section II.3.

Claims for damages by the Customer due to delayed delivery or in lieu of performance shall be excluded, even after expiry of any delivery period set for us, in accordance with Section IX.

If the Customer is in default of payment for an earlier delivery, we shall be entitled to withhold deliveries without being obliged to compensate for any resulting damage.

We are entitled to make partial deliveries and issue partial invoices.

Unless otherwise agreed, invoicing shall be based on the net prices applicable on the day of delivery plus value added tax at the statutory rate applicable at the time. Agreements concerning bonuses and other remuneration shall cease to be effective in the event of suspension of payments by the Customer or unsuccessful enforcement proceedings against the Customer.

Invoices are issued as of the date of delivery. Payments are accepted within 30 days after invoicing strictly net without deduction. However, we may make delivery dependent on immediate payment or advance payment.

We reserve the right to decide on the acceptance of bills of exchange and cheques on a case-by-case basis. They are accepted only on account of performance. Credit shall be granted subject to chargeback in the event of non-redemption. For bills of exchange, we charge customary bank discount and collection fees. We do not assume any guarantee for timely collection or timely protest.

If the Customer defaults on payment, if a bill of exchange or cheque is not honoured on time, or if the Customer’s financial circumstances materially deteriorate in a way that endangers our claim, we may declare the entire claim due immediately, even if bills of exchange or cheques have been provided for it.

Only persons holding our written collection authority and using our receipt forms are authorised to accept payments.

The Customer may assert a right of retention only if it is based on the same contractual relationship. The Customer may set off only if we have acknowledged the counterclaim or if it has been finally established by a court. We may at any time set off our claims against claims of the Customer against other affiliated group companies.

To secure our claims against the Customer, we retain ownership of the delivered goods, hereinafter referred to as reserved goods, until all claims arising from the business relationship with the Customer have been paid in full.

The Customer is obliged to treat the reserved goods with care and to insure them at its own expense against fire, water and theft at replacement value. If the reserved goods are seized, the Customer is obliged to point out our ownership and to notify us immediately in writing of the seizure.

The Customer is entitled to resell the reserved goods in the ordinary course of business. Other disposals, in particular transfer by way of security and pledging, are not permitted. In the event of resale, the Customer hereby assigns to us, as security for the purchase price claim, all claims of any kind arising against the purchaser. This also applies if the Customer’s claims from resale are included in a current account. The assignment of a current account claim shall be made only pro rata in the amount of the resale price of the reserved goods.

The Customer is entitled to process, transform and convert the reserved goods in the ordinary course of business and to sell the new item in the ordinary course of business. If the Customer processes the reserved goods, such processing is always carried out in our name and on our behalf, but without any obligation on our part. We acquire ownership of the new item directly. If processing is carried out using materials belonging to several owners, we acquire a co-ownership share in the new item corresponding to the value of the reserved goods. If we acquire ownership or co-ownership of the new item, we transfer ownership or the co-ownership share to the Customer subject to the condition precedent of full payment of the purchase price. If the reserved goods are combined or mixed with other items of the Customer and the Customer’s item is to be regarded as the main item, the Customer transfers to us a co-ownership share in the main item corresponding to the value of the reserved goods subject to the condition subsequent of full payment of the purchase price. If the Customer sells the new item or the item created by combination or mixing, the Customer hereby assigns to us, as security for the purchase price claim, the claim against the purchaser of the item. If we have acquired only a co-ownership share in the new item, the Customer assigns the claim proportionally according to the value of the co-ownership share.

The Customer is authorised by us until revoked to collect the claims assigned to us in its own name for our account.

If the Customer defaults on payment of the purchase price, we shall be entitled to withdraw from the purchase contract and demand return of the reserved goods.

Packaging shall be carried out in accordance with professional and customary commercial standards. Packaging will be charged separately. Crates will be fully credited if returned carriage paid within 8 days. Light packaging such as postal crates, cartons, foils, etc. will not be taken back. The Customer shall ensure proper disposal or recycling at its own expense.

Shipping is ex works, without guarantee of the cheapest means of transport, at our best discretion. All deliveries, including returns and carriage-paid deliveries, are made for the account and at the risk of the Customer. From a net goods value of EUR 1,000.00, delivery shall be made carriage paid. Risk passes to the Customer when the goods are made available for acceptance at the designated place, irrespective of whether we have assumed organisation of shipment and/or shipping costs. Notification of readiness for dispatch is equivalent to provision of the goods for acceptance at the designated place.

We shall be liable for material defects as follows:

All goods or services that show a material defect within the limitation period shall, at our option, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of transfer of risk.

Claims for material defects shall become statute-barred after 12 months. This does not apply where the law provides for longer periods pursuant to Sections 438 paragraph 1 no. 2 BGB, 438 paragraph 3 BGB, 479 paragraph 1 BGB and 634a paragraph 1 no. 2 BGB.

The Customer must notify us of material defects immediately in writing. The Customer must inspect the goods without delay in the ordinary course of business after delivery and must notify us immediately in writing of any defects identified, stating the reasons for the complaint. An exclusion period of 5 days applies to obvious defects.

In the event of notices of defects, payments by the Customer may be withheld only to an extent that is reasonable in relation to the material defects that have occurred. The Customer may withhold payments only if a notice of defect is asserted whose justification is beyond doubt. If the notice of defect is unjustified, we are entitled to demand reimbursement from the Customer for the expenses incurred by us.

We must first always be given the opportunity for subsequent performance within a reasonable period.

If subsequent performance fails, the Customer may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages pursuant to Section IX.

Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage occurring after transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or due to special external influences not assumed under the contract, as well as in the case of non-reproducible software errors. If the Customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these or for the consequences resulting therefrom. Claims are also excluded if technical specifications and installation recommendations that we provide for use of the product are not observed and damage results from this.

Claims by the Customer for expenses necessary for subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods have subsequently been taken to a place other than the Customer’s branch, unless such transfer corresponds to their intended use.

Statutory recourse claims of the Customer against us exist only insofar as the Customer has not made any agreements with its buyer exceeding the statutory defect claims. Section VII.8 shall also apply accordingly to the scope of the Customer’s recourse claim against us. The Customer is obliged to notify us immediately of any recourse case occurring in the supply chain.

Section IX shall apply in all other respects to claims for damages. Further claims or claims other than those regulated in this Section VII by the Customer against us due to a material defect are excluded.

If the Customer is a reseller of our goods and carries out the repair work arising pursuant to Section VII.1 itself, the applicable conditions of Mirrors & More GmbH shall apply in the warranty case. The Customer may demand reimbursement of repair costs to the exclusion of further claims, provided the reseller is authorised to carry out repair work. The same applies if the reseller carries out repair work under the Mirrors & More GmbH guarantee.

Claims for damages by the Customer or claims for reimbursement of expenses against us are excluded, irrespective of the legal basis, unless liability is mandatory by law or a claim arises for the following reasons: in cases of non-contractual liability under the Product Liability Act, in cases of intent, gross negligence, non-compliance with guaranteed characteristics, and in cases of personal injury, we shall be liable in accordance with the statutory provisions. In the event of breach of material contractual obligations, the Customer’s claim for damages shall be limited to the typical foreseeable damage under the contract. To the extent that we cause such damage intentionally or by gross negligence, or if personal injury has occurred as a result, the statutory provisions shall apply.

Any modification of our goods, removal of our device numbers and type plates, and any special stamping that may be considered a mark of origin of the Customer or a third party or may create the impression that the goods are a special product is prohibited.

We assume liability that the sold goods as such are free from third-party property rights in Europe. If third parties assert justified claims arising from property rights, we shall, at our option and at our expense, either obtain a licence for the Customer, replace the sold goods with goods free of such rights, or take them back against refund of the purchase price. We shall be liable for further claims only in accordance with Section IX. Our obligations stated above apply only insofar as the Customer immediately notifies us in writing of the claims asserted by the third party, does not acknowledge an infringement, and reserves all defensive measures and settlement negotiations to us. We assume no liability that the use of the sold goods does not infringe third-party property rights.

The contractual relationships shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Should any provision of the General Terms and Conditions be invalid, the remaining provisions shall remain unaffected. The contracting parties undertake to replace an invalid provision of the General Terms and Conditions with a provision that comes as close as possible to the meaning and purpose of the invalid provision in a legally effective manner. This also applies to any gaps in the provisions.

The exclusive place of jurisdiction for all disputes arising from business relationships to which these General Terms and Conditions apply shall be the respective registered office of the companies belonging to Mirrors & More GmbH within the scope of these General Terms and Conditions, unless otherwise stated in the order confirmation of Mirrors & More GmbH.