Recker Convenience GmbH

General Terms and Conditions

§ 1 General, Scope

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(1) These General Terms and Conditions (GTC) apply to all our business relationships with our customers ("Buyer"). The GTC apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a public-law special fund. (2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the GTC apply as a framework agreement to similar future contracts at the time of the Buyer's order or, in any case, in the version last communicated to the Buyer in text form. (3) Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer only become part of the contract if we have expressly agreed to their validity. This requirement of consent applies in any case, for example, even if we execute the delivery to the Buyer without reservation in the knowledge of the Buyer's terms and conditions. (4) Individual agreements made with the Buyer (including side agreements, additions, and amendments) always take precedence over these GTC. The content of such agreements is decisive for the content, subject to proof to the contrary, is a written contract or our written confirmation. (5) Legally relevant declarations and notifications by the Buyer to be submitted to us after the conclusion of the contract (e.g., setting of deadlines, notices of defects, declaration of withdrawal or reduction) require the written form to be effective. (6) References to the validity of legal regulations are for clarification purposes only. Even without such clarification, the legal provisions apply unless they are directly amended or expressly excluded in these GTC.

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§ 2 Delivery Time and Delay in Delivery

(1) The delivery time is individually agreed or indicated by us upon acceptance of the order. (2) If we cannot adhere to binding delivery deadlines for reasons we are not responsible for (unavailability of service), we will inform the Buyer immediately and at the same time provide the expected new delivery deadline. If the service is not available within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will refund any consideration already provided by the Buyer without delay. The unavailability of service in this sense is deemed to be the non-timely self-delivery by our supplier, if we have concluded a congruent covering transaction, we are not at fault for the lack of availability, or we are not obliged to procure in individual cases. (3) The occurrence of our delay in delivery is determined by the statutory provisions. However, a reminder by the Buyer is always required.

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§ 3 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery is ex warehouse, where the place of performance for delivery and any subsequent performance is also located. Upon request and at the expense of the Buyer, the Goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves. (2) The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer at the latest upon transfer. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay already passes upon delivery of the Goods to the carrier, the freight forwarder, or any other person or institution designated to carry out the dispatch. If acceptance has been agreed, this is decisive for the transfer of risk. The same applies to acceptance, which is equivalent to acceptance, if the Buyer is in default of acceptance. (3) If the Buyer is in default of acceptance, fails to perform an act of cooperation, or if our delivery is delayed for other reasons attributable to the Buyer, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs).

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§ 4 Prices and Payment Conditions

(1) Unless otherwise agreed in individual cases, our prices valid at the time of the conclusion of the contract, ex warehouse, plus statutory value-added tax, apply. (2) In the case of a sale by dispatch (§ 4 para. 1), the Buyer bears the shipping costs from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges are borne by the Buyer. (3) The purchase price is due and payable within 14 days from the invoice date and delivery or acceptance of the Goods. However, we are entitled, even within the scope of an ongoing business relationship, to make a delivery only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation. (4) If the Buyer is in default of payment, the purchase price is to be paid during the delay at the respectively applicable statutory default interest rate. We reserve the right to assert further damages caused by default. In relation to merchants, our claim to the commercial maturity interest (§ 353 HGB) remains unaffected. (5) The Buyer is only entitled to set-off or retention rights to the extent that their claim has been legally established or is undisputed. (6) If it becomes apparent after the conclusion of the contract (e.g., by filing for insolvency) that our claim to the purchase price is jeopardized by the Buyer's lack of ability to pay, we are entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB).

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§ 5 Retention of Title

(1) We retain ownership of the Goods sold until full payment of all our current and future claims from the purchase contract and an ongoing business relationship (secured claims). (2) Goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims has been made. The Buyer must notify us immediately in writing if an application is made to open insolvency proceedings or to the extent that third parties (e.g., seizures) have access to the goods belonging to us. (3) In the case of a breach of contract by the Buyer, in particular in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract or/and demand the Goods on the basis of the retention of title. The demand for surrender does not simultaneously include a declaration of withdrawal; we are rather entitled to demand only the Goods and reserve the right of withdrawal. If the Buyer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully set a reasonable deadline for payment to the Buyer or if such a deadline is dispensable under the statutory provisions. (4) The Buyer is authorized to resell and/or process the Goods subject to retention of title in the ordinary course of business until revocation in accordance with the following (c). In this case, the following provisions apply additionally. (a) The retention of title extends to the products resulting from processing, mixing, or combining our Goods to their full value, and we are considered the manufacturer. If, in the case of processing, mixing, or combining the Goods with those of third parties, their property rights remain in existence, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined Goods. In all other respects, the same applies to the resulting product as to the Goods delivered under retention of title. (b) The Buyer hereby assigns to us the claims arising from the resale of the Goods or the product as a whole in the amount of our co-ownership share in the Goods sold. We accept the assignment. The Buyer's obligations specified in para. 2 also apply concerning the assigned claims. (c) The Buyer remains authorized to collect the claim even after the assignment. We undertake not to collect the claim as long as the Buyer meets their payment obligations to us, there is no deficiency in their ability to pay, and we do not assert the retention of title by exercising a right in accordance with para. 3. If this is the case, however, we can demand that the Buyer informs us of the assigned claims and their debtors, provides all necessary information for collection, hands over the relevant documents, and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the Buyer's authority to further sell and process the Goods subject to retention of title.

(c) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the Buyer.

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§ 6 Buyer's Claims for Defects

(1) The legal provisions apply to the rights of the Buyer in the event of material and legal defects (including incorrect and under-delivery), unless otherwise stipulated below. In all cases, the statutory provisions on final delivery of the goods to a consumer (supplier recourse according to §§ 478, 479 BGB) remain unaffected. (2) The basis of our liability for defects is primarily the agreement on the condition of the Goods. All product descriptions that are the subject of the individual contract are considered an agreement on the condition of the Goods; there is no difference here between whether the product description comes from the Buyer, the manufacturer, or us. (3) If the condition is not agreed, it is determined according to the statutory provisions whether a defect is present or not (§ 434 para. 1 p. 2 and 3 BGB). However, we assume no liability for public statements by the manufacturer or other third parties (e.g., advertising statements). (4) The Buyer's claims for defects presuppose that they have fulfilled their statutory inspection and complaint obligations (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this immediately in writing. Notification is considered immediate if it is made within two weeks; the timely dispatch of the notification is sufficient to meet the deadline. Regardless of this obligation to inspect and give notice of defects, the Buyer must notify us of obvious defects (including incorrect and under-delivery) in writing within two weeks of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the Buyer fails to properly inspect and/or notify defects, our liability for the non-notified defect is excluded. (5) If the delivered item is defective, we can initially choose whether to rectify the defect (rectification) or to deliver a defect-free item (replacement). Our right to refuse supplementary performance under the statutory conditions remains unaffected. (6) We are entitled to make the owed supplementary performance dependent on the Buyer paying the due purchase price. However, the Buyer is entitled to withhold a reasonable portion of the purchase price in proportion to the defect. (7) The Buyer must give us the time and opportunity required for the owed supplementary performance, in particular to hand over the item complained of for inspection purposes. In the case of replacement, the Buyer must return the defective item to us in accordance with the statutory provisions. (8) We bear the expenses required for the purpose of inspection and supplementary performance, in particular transport, travel, labor, and material costs, if there is actually a defect. Otherwise, we can demand reimbursement from the Buyer for the costs incurred from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the Buyer.

(9) The Buyer's claims for damages or reimbursement of futile expenses exist only in accordance with § 8 and are otherwise excluded.

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§ 7 Other Liability

(1) Insofar as nothing to the contrary arises from these GTC, including the following provisions, we are liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions. (2) We are liable for damages - regardless of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the case of ordinary negligence, we are liable subject to a milder liability standard in accordance with legal provisions (e.g., for care in our own affairs) only a) for damages resulting from injury to life, limb, or health, b) for damages resulting from the not insignificant breach of an essential contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner can regularly rely and trust); in this case, however, our liability is limited to the replacement of the foreseeable, typically occurring damage. (3) The limitations of liability resulting from para. 2 also apply to breaches of duty by or in favor of persons whose fault we are responsible for under statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the condition of the Goods and for the Buyer's claims under the Product Liability Act. (4) The Buyer can only withdraw or terminate due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.

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§ 8 Limitation Period

(1) Contrary to § 438 para. 1 No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If an acceptance has been agreed, the limitation period begins with the acceptance. (2) The above limitation period of the sales right also applies to contractual and non-contractual claims for damages by the Buyer, which are based on a defect in the Goods. However, claims for damages by the Buyer according to § 8 para. 2 sentence 1 and sentence 2(a) as well as according to the Product Liability Act only become statute-barred according to the statutory limitation periods.

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§ 9 Choice of Law and Place of Jurisdiction

(1) For these GTC and the contractual relationship between us and the Buyer, the law of the Federal Republic of Germany applies, excluding international uniform law, in particular the UN Sales Law. (2) The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Wetschen. However, we are also entitled to bring an action at the place of performance of the delivery obligation according to these GTC or a priority individual agreement or at the general place of jurisdiction of the Buyer. Mandatory legal provisions, in particular regarding exclusive jurisdictions, remain unaffected.