General terms and conditions of business and delivery

1 General - Scope of Application

Our General Terms and Conditions of Business and Delivery (hereinafter referred to as GTCS) shall apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our GTCS unless we have expressly agreed to their validity in writing. Our GCS shall also apply if we carry out the delivery without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our GCS. All agreements made between us and the customer for the purpose of executing this contract must be in writing. Our GCS shall also apply to all future transactions with the customer.

2 Offer - Conclusion of Contract

Our offers are subject to change. If we have set the customer a deadline for acceptance when submitting a written and binding offer, the contract shall be concluded if the customer submits a written declaration of acceptance before the deadline expires. If the customer has placed an order, the contract shall be concluded if we confirm the order in writing, if necessary within the period set by the customer.

3. Prices - terms of payment

Unless otherwise stated in our order confirmation, our prices are "ex works", excluding packaging, which will be invoiced separately. The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. Unless otherwise stated in the order confirmation, the purchase price is to be paid in advance or by providing appropriate securities before the delivery date. All payments shall be made to us in EURO without regard to currency fluctuations and without deduction. We are entitled to charge interest on arrears at a rate of 5% above the respective prime rate of the European Central Bank per annum. We shall not be obliged to make any further deliveries under any current contract prior to full payment of invoice amounts due, including interest on arrears. If our customer is in default of payment, we shall be entitled to claim default interest in the amount of 5% above the respective base interest rate of the European Central Bank p.a.. If we are able to prove a higher damage caused by default, we shall be entitled to claim such damage. In the event of late payment, we shall have the option of withdrawing from the contract or claiming damages after expiry of a grace period set by us. Further legal rights remain unaffected. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. The customer shall also have no right of retention on account of disputed counterclaims.

4 Transfer of risk - delivery

Unless otherwise stated in the order confirmation, delivery is agreed "ex works". Partial deliveries are permissible. Compliance with our delivery obligation shall be subject to the timely and proper fulfillment of the obligations incumbent upon our customer, in particular the terms of payment pursuant to Section 3.3. of these GTC. If the customer fails to meet these requirements in due time, the delivery periods shall be reasonably extended; this shall not apply if we are responsible for the delay. Our delivery period shall not commence before we have sent the order confirmation. If we are responsible for a delay in delivery, our customer shall be entitled - provided that he proves that he has suffered damage as a result thereof - to demand a lump-sum compensation of 0.5% for each additional full week of our delay in delivery after the expiry of 6 weeks, but not more than a total of 5% of the price for the delayed part of the delivery. If the customer sets us a reasonable period of grace after we have defaulted on delivery, he shall be entitled to withdraw from the delayed part of the contract after this notice has expired without result if we have not performed beforehand. The customer shall only be entitled to claims for damages in excess of the maximum amount pursuant to the above Section 4.4. if the delay in delivery is due to intent or gross negligence on our part. Otherwise, our liability for damages shall be limited to 50% of the damage incurred. Our customer shall bear the costs incurred by delayed acceptance, in particular for storage, insurance and protective measures. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to set the customer a reasonable deadline for acceptance in writing. Our right to demand payment of the purchase price shall remain unaffected. We shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. If the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the object of sale shall also pass to the customer at the point in time at which the customer is in default of acceptance. Transactions for delivery by a fixed date shall not be made.

5 Liability

A certain quality of our goods is not agreed upon and is not guaranteed. Nor do we guarantee the quality of our goods or that our goods will retain a certain quality for a certain period of time. Further claims of the customer - no matter for what legal reason - do not exist. Therefore, we shall not be liable for damages that have not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or other financial losses of the customer. This limitation shall not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent and gross negligence on our part, for bodily injury and damage to health or due to the assumption of a guarantee. Damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract. A change in the burden of proof to the disadvantage of our customer is not associated with the above provisions. Any claims of the customer shall become time-barred within 12 months from the passing of risk. Quality claims of any kind will only be accepted for fabrics that have not yet been cut or processed in any way. Once the fabric has been processed or cut, we will not accept quality claims. Quality claims of any type would only be accepted for fabrics which are not cut or processed in any form. Once the fabric is processed or cut we will not accept any quality claims. No claims will be accepted for stock goods/fabrics.

6. Interruption of delivery

In the event of force majeure, labor disputes, official measures as well as such operational disruptions for which we are not responsible and which have lasted or are expected to last longer than 1 week, our delivery period or our customer's obligation to accept delivery shall be extended without further ado for the duration of the disruptions, but for no longer than 6 months.

7. Retention of title

The delivered goods shall remain our property until receipt of all payments arising from the business relationship. Insofar as we agree payment with our customers on the basis of a check/bill of exchange procedure, the reservation shall also extend to the redemption of the bill of exchange accepted by us by the customer and shall not expire by crediting the check received by us. Any pledging or transfer by way of security of these goods in favor of third parties is excluded without our consent. In the event of seizure of these goods by third parties, the customer must notify us immediately. Our customer shall be entitled to resell the goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the invoiced final amount (including VAT) accruing to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or after processing. Our customer shall remain authorized to collect this claim even after assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no petition for the institution of bankruptcy or composition proceedings has been filed or payments have not been suspended. The processing or transformation of the goods by the customer shall always be carried out for us. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title. If the goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole or co-ownership thus created in safe custody for us. In the event of breaches of duty by our customer, in particular default of payment, we shall be entitled to withdraw from the contract and take back the goods, and the customer shall be obliged to surrender the delivered goods. The taking back or assertion of the reservation of title does not require a withdrawal from the contract by us; these actions or the seizure of the reserved goods by us do not constitute a withdrawal from the contract unless we have expressly declared this. If the securities to which we are entitled exceed our claims to be secured by more than 20%, we undertake to release the securities to which we are entitled at our discretion upon request.

8. Place of jurisdiction - place of performance - applicable law

For all disputes between us and our customer, our place of business shall be the place of jurisdiction. However, we shall also be entitled to sue the customer at the court having jurisdiction over the customer's registered office. Unless otherwise stated in our order confirmation, our place of business shall be the place of performance for all obligations arising from the contracts concluded with the customer under the terms of these GTC. The contractual relationship with our customers shall be governed exclusively by the laws of the Federal Republic of Germany.