General Terms and Conditions of Delivery of CODELLO LIFESTYLE-ACCESSORIES GmbH (17.01.2022)

§ 1  Scope of application, applicable law, place of jurisdiction
(1)  All deliveries, services and offers of CODELLO are made exclusively on the basis of these General Terms and Conditions of Delivery. These are an integral part of all contracts that CODELLO con-cludes with its contractual partners (hereinafter also referred to as the “purchaser") for its deliveries or services offered. They also apply to all future deliveries, services or offers to the purchaser, even if they are not separately agreed again.
(2)  Terms and conditions of the purchaser or third parties are not applicable, even if CODELLO has not separately objected to their validity in individual cases.
(3) The relations between CODELLO and the purchaser are governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) is not applicable.
(4) Exclusive place of jurisdiction for any disputes that arise from the business relationship
between CODELLO and the purchaser is Munich.

§ 2  Offer and conclusion of the contract
(1)  Orders come into existence through CODELLO's acceptance of the customer's order or through the entry of the order via the B2B portal. CODELLO is entitled to withdraw from the contract for orders within a period of 10 days after acceptance of the order to the exclusion of claims for damages. CODELLO is also entitled to notify the purchaser within a period of 6 weeks from acceptance of the order by means of an order confirmation of any deviations from the provisions provided for in the order, which deviations become binding on both parties even to the extent that they are not covered by these General Terms and Conditions, unless the purchaser objects in writing within 10 days after dispatch of the order confirmation. In the event of such an objection, CODELLO is entitled to with-draw from the contract within a further 10 days by sending a written statement to this effect, exclud-ing any claims for damages.
(2) All offers made by CODELLO are subject to change without notification and non-binding. CODELLO is entitled to accept orders or commissions within fourteen days of receipt.
(3)  The legal relationship between CODELLO and the purchaser is governed solely by the written con-tract, including these General Terms and Conditions of Delivery. Additions and amendments to the agreements made, including these terms and conditions, in particular the written form clause itself, are to be in writing to be effective.
(4)  Information provided by CODELLO on the subject matter of the delivery or service as well as repre-sentations made accordingly are only approximately authoritative, unless their use for the contractu-ally intended purpose requires exact compliance. They are not guaranteed quality characteristics. Deviations customary in the trade as well as deviations representing technical improvements are permissible, provided no impairment of use of the product for the contractually intended purpose is caused. In particular, with regard to the size specifications of clothing, a deviation of up to 5% is permissible for printed or woven items, and up to 10% for knitted or crocheted items.
(5)  CODELLO reserves the rights to all offers made by it as well as samples, drawings, illustrations, calculations, brochures, catalogues, models and other documents and aids made available to the purchaser. The purchaser is not entitled to make these items available to third parties, either as such or in terms of content, to disclose them, use them itself or use them through third parties, or to re-produce them without CODELLO's express consent. Upon CODELLO's request, the purchaser is to return these items in full to CODELLO and to destroy any copies made if they are no longer required by the purchaser in the ordinary course of business or if negotiations result in no conclusion of a contract.

§ 3  Prices, invoice, prepayment, due date, default, liquidated damages
(1)  The prices apply to the scope of services and deliveries listed in order confirmations. Additional or special services are charged separately. Prices are quoted in EURO ex-works plus statutory VAT, packaging, shipping, Customs duties as well as fees and other public charges.
(2)  Invoices are issued on the date of delivery. They are payable within 10 days after invoicing with 3% discount, from the 11th to the 30th day entirely net. Default occurs from the 31st day pursuant to § 286 para. (2) Nr. 1 of the German Civil Code (BGB). Should payment be made after the due date, in-terest is payable at a rate of 5 percentage points above the prime rate. The date of receipt by CODELLO is definitive for the date of payment.
(3) Payment by cheque is only possible with the prior consent of CODELLO; acceptance of cheques has no effect on fulfillment until final encashment.
(4) CODELLO is entitled to exercise its right of prepayment with respect to new customers or if there are doubts about the creditworthiness of the purchaser (e.g., in case of repeated delays in settling payable invoices , if direct debit or bank collection orders are not honored, if credit insurance is not in effect to insure an order, etc.). Invoices for prepayment are payable in the amount of 30% of the order value net immediately upon placement of an order, the remainder with the delivery of the goods. If the goods are not delivered due to the fault of the purchaser, any prepayments already made are offset against any claims for damages pursuant to § 3 para. 5 of these General Terms and Conditions. 
(5) CODELLO is not obliged to effect any further delivery under any current contract prior to settlement of invoice amounts payable including costs and interest or in the event of unjustified refusal to ac-cept a delivery. 
(6) In the event that CODELLO is unable to supply the purchaser (e.g., in accordance with § 2 para. 1 or § 3 para. 4), in particular owing to the purchaser being in arrears with its acceptance or payment obliga-tions, CODELLO is entitled, after the expiry of a period of 12 days following the dispatch of a written notification, to otherwise dispose of the goods and to claim the resulting loss from the purchaser in lieu of its claim for performance. If CODELLO claims damages, such damages amount to a flat rate of 20% of the invoice value excluding VAT.

§ 4  Delivery and delivery time
(1)  Unless otherwise agreed in individual cases, deliveries are made ex-CODELLO distribution ware-house Cologne. If delivery or collection is made from an external warehouse at the request of the purchaser, a flat-rate storage surcharge may be charged. The goods are to be shipped uninsured. A shipping note can be agreed upon.
(2) CODELLO reserves the right, in particular upon commencement of the business relationship, to en-ter into agreements with the purchaser in the respective individual orders according to which deliver-ies or services by CODELLO are only made against prepayments or the provision of security.
(3)  In principle, the delivery dates indicated by CODELLO (delivery window per date code) plus a sub-sequent delivery period of 12 calendar days apply, unless a fixed period or a fixed date has been expressly agreed or arranged. No fixed transactions are concluded. Insofar as shipment is agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
(4)  CODELLO is entitled - without prejudice to its rights arising from the purchaser's default - to demand from the purchaser an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the purchaser fails to meet its contractual obligations towards CODELLO.
(5)  In the absence of a special contractual agreement, CODELLO is entitled to effect partial deliveries if
 the partial delivery is of use for the purchaser within the scope of the contractually intended purpose,
 the delivery of the remaining ordered goods is ensured and
 the purchaser has not incurred any significant additional expenses or costs as a result (unless CODELLO agrees to bear such costs).

§ 5  Interruption of delivery
(1) In the event of force majeure, labour disputes and other operational disruptions for which we are not responsible (for example, difficulties in the procurement of materials or energy for which we are not responsible, transport delays, shortages of energy or raw materials, difficulties in obtaining the nec-essary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time), which have lasted or are expected to last longer than one week, the delivery period or acceptance period is extended without further ado by the duration of the impediment, but by no more than five weeks plus the period for subsequent fulfilment. The extension only comes into ef-fect if the other party is immediately notified of the reason for the impediment as soon as it is fore-seeable that the aforementioned deadline is not possible to meet.
(2) If the delivery or acceptance has not been completed in time, the other contracting party is entitled to withdraw from the contract after a reasonable period for subsequent fulfilment has been set. However, this is to be notified in writing at least two weeks before exercising the right of withdrawal.
(3) If the other contracting party is not notified immediately upon request that delivery or acceptance is not possible to complete in time and if the impediment lasts longer than five weeks, the other con-tracting party is entitled to withdraw from the contract immediately.
(4) Claims for damages are excluded in the cases of § 5 para. (1) if the respective contracting party complies with its obligations according to clauses (1) - (3).

§ 6  Place of performance, shipment, packaging, transfer of risk, insurance
(1)  The place of performance for all obligations arising from the contractual relationship is the location of CODELLO's commercial branch, unless otherwise specified.
(2)  The method of shipment and packaging are subject to CODELLO's dutiful discretion unless the pur-chaser provides special instructions for shipment.
(3)  Subject to deviating agreements, the risk passes to the purchaser at the latest upon handover of the delivery item (whereby the start of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This also applies if partial deliveries are made or CODELLO has assumed other services (such as shipping). If the shipment or handover is de-layed as a result of a circumstance the cause of which lies with the purchaser, the risk passes to the purchaser from the day on which CODELLO is ready to ship and has notified the purchaser accord-ingly.
(4)  The shipment is generally uninsured; CODELLO only insures a shipment against theft, breakage, transport, fire and water damage or other insurable risks at the purchaser's express request and at the purchaser's expense.

§ 7 Set-off, retention, right to refuse performance and prohibition of cession of claims
(1) The purchaser is entitled to only set off its own claims against claims of CODELLO on the basis of undisputed claims or claims that have become res judicata. If the purchaser is an entrepreneur, a le-gal entity under public law or a special fund under public law, the assertion of a right to refuse per-formance or a right of retention is also excluded for the purchaser, unless such a right would be un-disputed or legally established.
(2) CODELLO is entitled to perform or render outstanding deliveries or services only against advance payment or the provision of security if, after the conclusion of the contract, it becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the purchaser and as a result of which the payment of CODELLO's outstanding claims by the purchaser under the respec-tive contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardised.

§ 8  Warranty and notification of defects, returns
(1)  The warranty period is one year from delivery.
(2)  The purchaser is obliged to inspect the goods immediately upon receipt and to notify the Seller of any defects within a follow-up period of 10 days after receipt of the goods. Only after a corre-sponding notification of defect and at CODELLO's request that the delivery item subject to com-plaint be returned to CODELLO is carriage paid. Otherwise, CODELLO reimburses the costs of the most favourable shipping route in the event of a justified notification of defect; this is not applica-ble if the costs increase owing to the delivery item being located at a place other than the place of intended use. In case of unjustified notification of defects, the purchaser bears the shipping costs as well as further expenses.
(3) After cutting to size or other commencement of the finishing process of the goods delivered, any complaint about obvious defects is excluded.
(4) Minor, technically unavoidable deviations in quality, colour, width, weight, finish, or design are not subject to complaint. Minor deviations within the meaning of § 2 para. (3) or customary deviations are always immaterial, unless CODELLO has declared in writing that the delivery is true to sample.
(5)  In the event of material defects in the delivered items, CODELLO is obliged and entitled to rectify the defects or to effect a replacement delivery. If the supplementary performance has failed, the purchaser is entitled to reduce the price or to withdraw from the contract. If a defect is due to CODELLO's fault, the purchaser is only entitled to claim damages if the further conditions set out in § 9 are met.
(6)  The warranty is not applicable if the purchaser modifies the delivery item or has it modified by a third party without CODELLO's consent and the rectification of defects is as such rendered impos-sible or unreasonably difficult. In any case, the purchaser bears the additional costs of remedying the defect resulting from the modification.
(7) Goods returned by the purchaser to CODELLO due to complaint, repair, wrong delivery, cancellation of an order or a quantity discrepancy with the actual order quantity (hereinafter: “returns") are only possible with the Returns Advice Note available at CODELLO and in compliance with the Returns In-struction (transmitted with each Returns Advice Note). Returns should be reported by phone (089-9982 983-0), fax (089-9982 983-99) or email (customerservice@codello.de). CODELLO collects the goods without undue delay after receipt of the completed Returns Advice Note. Packages are to be ready for shipment when collected by the carrier and a copy of the Returns Advice Note is to be in-cluded with the return shipment. CODELLO bears the costs of the return shipment. In all other re-spects, the conditions contained on the Returns Advice Note apply.

§ 9  Liability for damages due to fault
(1)  CODELLO's liability for damages, irrespective of the legal grounds, in particular due to impossibil-ity, delay, defective or incorrect delivery, breach of contract, breach of obligations during contrac-tual negotiations and tort, is limited in accordance with the provisions of this § 9, insofar as fault is relevant in each case. However, the limitations of this § 9 are not applicable to CODELLO's liability for intentional or grossly negligent conduct, for guaranteed characteristics, for injury to life, body, or health or under the German Product Liability Act.
(2)  CODELLO is not liable in the event of ordinary negligence, except in case of breach of fundamental contractual obligations. Essential to the contract are in particular the obligation to deliver on time and free of defects as well as the protection of the end customers, the purchaser's personnel and other third parties from damage to health caused by the goods delivered.
(3)  To the extent that CODELLO is liable on the merits for damages due to a breach of a material con-tractual obligation, such liability is limited to loss that CODELLO foresaw as a possible conse-quence of a breach of contract at the time of the conclusion of the contract or, taking into account the circumstances that were known to it or that it should have known, should have foreseen when exercising due care; moreover, indirect loss and consequential loss that is the consequence of de-fects of the delivery item are only compensable to the extent that such loss is typically to be ex-pected when using the delivery item as intended.
(4)  If CODELLO has covered the typical contractual risk by liability insurance, in the event of liability for simple negligence, CODELLO's obligation to pay compensation is limited in amount to the benefit of the liability insurance; this also applies if it is a breach of material contractual obligations; if the insurer is not liable to pay compensation, CODELLO undertakes to pay compensation of its own up to the amount of the insured sum if the relevant conditions are met.
(5)  The above exclusions and limitations of liability apply to the same extent in favour of CODELLO's corporate bodies, legal representatives, employees, and other vicarious agents.

§ 10  Property rights
(1)  CODELLO warrants in accordance with the provisions of this § 10 that the delivery item is free from third party industrial property rights or copyrights. Each contracting party shall notify the other con-tracting party in writing without undue delay if claims are asserted against it for the infringement of such rights.
(2)  In the event that the delivery item infringes an industrial property right or copyright of a third party, CODELLO, at its option and at its expense, shall modify or replace the delivery item in such a way that the rights of third parties are no longer infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the purchaser by concluding a license agreement. If the third party has not succeeded in doing this within a reasonable period of time, the purchaser is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the buyer are subject to the limitations of § 9 of these General Terms and Conditions of Delivery.
(3)  In the event of infringements of rights by products of other manufacturers supplied by CODELLO, CODELLO, at its option, asserts its claims against the manufacturers and upstream suppliers for the account of the purchaser or cedes them to the purchaser. In such cases, claims against CODELLO only exist in accordance with this § 10 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

§ 11  Retention of title
(1)  The goods remain the property of CODELLO until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims, claims for damages and encashment of checks and bills of exchange. The retention of title also remains in effect if individual claims of CODELLO are included in a current account and the balance is struck and acknowledged.
(2) The purchaser shall store the reserved goods free of charge for CODELLO. The purchaser is re-quired to provide insurance against the usual risks (e.g., fire, theft, water, etc.) to the customary ex-tent. The purchaser hereby cedes to CODELLO its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from loss of the aforementioned kind in the amount of the invoice value of the goods. CODELLO accepts the ces-sion of claims.
(3)  The purchaser is entitled to sell the reserved goods in the ordinary course of business until the reali-sation event occurs unless its financial circumstances deteriorate in the long term. Pledges and transfers of ownership by way of security are not permitted.
(4)  In the event of resale of the reserved goods, the purchaser hereby cedes to CODELLO by way of security the respective claim arising - including any balance claims - against the purchaser. The same applies to other claims which take the place of the reserved goods or otherwise arise with re-gard to the reserved goods, such as insurance claims or claims in tort in the event of loss or de-struction. CODELLO authorises the purchaser to collect the claims assigned to CODELLO in its own name for the account of CODELLO as long as the purchaser meets its payment obligations to CODELLO. The direct debit authorisation expires in the event of default of payment by the purchas-er or in the event of significant deterioration in the financial circumstances of the purchaser. In this case, CODELLO is hereby authorised by the purchaser to notify the customers of the cession of claims and to collect the claims directly.
The purchaser is obliged to provide the necessary information for the assertion of the assigned claims and to allow verification of this information. In particular, upon request, the purchaser under-takes to provide CODELLO with a precise list of the outstanding claims owed, including the names and addresses of the purchasers, the amount of the individual claims, the date of the invoice, etc.
(5)  If third parties gain access to the reserved goods, in particular by way of seizure, the purchaser is to immediately notify them of CODELLO's ownership and notify CODELLO accordingly to enable as-sertion of ownership rights. If the third party is not in a position to reimburse CODELLO for the judi-cial or extrajudicial costs incurred in this connection, the purchaser is liable to CODELLO for such costs.
(6)  CODELLO, upon request, releases the reserved goods and the claims replacing them at its discre-tion to the extent that their value exceeds the amount of all secured claims by more than 10%.
(7)  If CODELLO takes back the delivery item in exercise of its right of retention of title, this only consti-tutes a rescission of the contract if this is expressly declared by CODELLO. CODELLO is entitled to recompense itself by private sale in case of goods accepted for return.

§ 12  Final provision
Insofar as the contract or these General Terms and Conditions of Delivery contain regulatory omis-sions, those legally effective provisions are deemed to have been agreed to fill these omissions which the contracting parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known about the omission.