General Terms and Conditions (GTC) of AddWinn GmbH

It is expressly pointed out that the general terms and conditions (GTC) listed here form part of every (individual) contract between AddWinn GmbH (hereinafter: AddWinn) and the respective contractual partner (hereinafter: client). In the event of overlaps or contradictions, the provisions of the (individual) contract take precedence. Status of these terms and conditions: 01/31/2020.

1 Scope

1.1 The present general terms and conditions apply exclusively and only to companies, legal entities under public law or special funds under public law within the meaning of section 310 paragraph 1 BGB, however for all contractual relationships between AddWinn and the client, in particular for the sale of goods by AddWinn to the client. 1.2 Any other terms and conditions will only become part of the contract if AddWinn expressly consents to them in writing when the contract is concluded. In particular, the customer’s counter confirmations are hereby expressly rejected, with reference to his or other business, purchasing or contractual terms. 1.3 The present GTC also apply to all verbal (e.g. telephone) and multiple transactions with the client. The latter also applies in the event that the validity of these terms and conditions has been excluded for a previous transaction.

2 Conclusion

The contract is generally concluded with and on the basis of the textual order confirmation by AddWinn, unless the customer contradicts the text of the order confirmation within three (3) days from the date of the order confirmation. Section 362 HGB applies accordingly. Even if you object (only) to parts of the order confirmation, a contract is not concluded. Previous offers are non-binding. Verbal collateral agreements, changes, additions or assurances to offers and/or order confirmations are only effective when confirmed in writing by AddWinn. This written form requirement can also only be waived in writing.

3 Prices

Unless otherwise stated in the order confirmation, the prices shown in the respective confirmed offers to which reference is made in the order confirmation apply. Unless otherwise expressly offered or individually agreed in writing, the prices are plus the applicable statutory VAT.

4 Settlement date, payment, late payment

4.1 The purchase price is due 14 days after the date of AddWinn’s invoice for the items delivered in accordance with the contract, even in the event of partial delivery of a contractually agreed total amount of items, for immediate payment without deduction, unless the contracting parties have agreed otherwise in writing. 4.2 AddWinn is entitled to credit payments against its older debts, in spite of any contrary provisions of the customer. If costs or interest have already arisen, AddWinn can credit the payment first to the costs, then to the interest and finally to the main service. 4.3 Payment is deemed to have been made when AddWinn can dispose of the amount definitively and without restriction. Payment transfers must be made to the bank accounts specified in the invoice. 4.4 It is agreed that the client will be in default without notice if the payment is due if he has not made any payment at that time. This also applies to partial payments on delivered and invoiced items. If the customer is in arrears with the payment of the due price or parts thereof, AddWinn is entitled to refuse to deliver outstanding items until the amount owed has been paid. This also applies to the delay if a contract is divided into several parts and the client is in arrears with the payments for partial services already rendered or parts of such payments. 4.5 Default interest is charged at 8% above the respective base rate per year. The assertion of a higher damage caused by delay remains reserved. With the occurrence of the delay, there are no agreements on discounts, which are only deducted from the net purchase price, i.e. purchase price without VAT or other costs such as customs duties.

5 Offsetting and right of retention

5.1 The client is only entitled to offset if his counterclaims have been legally established or are undisputed. 5.2 The customer is only authorised to exercise the right of retention insofar as his counterclaim is based on the same contractual relationship and is also legally established or undisputed.

6 Deliveries and delivery times

6.1 Delivery, manufacturing and production deadlines are only binding if they have been expressly agreed in writing as fixed dates. 6.2 AddWinn is entitled to make partial deliveries. These can only be rejected by the customer if he contradicts the order confirmation or within the objection period shows that the partial fulfilment of the contract is of no interest to him. 6.3 AddWinn is not responsible for delays in deliveries that are to be provided by AddWinn and that arise due to force majeure, even with bindingly agreed dates. Such events occur in particular, but not only, in the event of subsequent material procurement difficulties, operational disruptions, strikes, lockouts, unforeseeable shortages of personnel, lack of means of transport or official orders, even if they occur at AddWinn’s suppliers or subcontractors. In these cases, AddWinn is entitled to postpone the delivery by the duration of the hindrance plus a reasonable start-up time.

7 Warranty for defects, complaint

7.1 The contracting parties agree to the notification obligations of Section 377 HGB, but with the change that the notification has to be made in writing. If the packaging already shows any damage / deficiency, the delivery must be checked in the presence of the deliverer and the result of the check must be signed by the examiner and the deliverer on the delivery note or as an attachment to it. In any case, a complaint must include a copy of the delivery note. The parties agree that “… immediately after delivery …, insofar as this is feasible in the ordinary course of business, …” within the meaning of Section 377 Paragraph 1 HGB has the meaning of fixed “24 hours after delivery”. 7.2 Deviations of the delivered goods from the contractually agreed quality, also, but not only in the material, do not constitute a material defect insofar as the goods are suitable for the use stipulated in the contract or suitable for normal use and the quality of goods of the same type is customary in the industry and that the client can expect according to the type of goods. 7.3 Deviations, in particular deviations customary in the industry, which affect the goods only insignificantly, do not constitute a material defect. 7.4 In the case of goods after a sample, the properties of the sample are deemed to be the agreed quality, unless deviations according to industry-standard are to be regarded as meaningless. 7.5 If the goods cannot be used due to incorrectly specified specifications by the client or third parties commissioned by the client, this is at the expense of the client and does not constitute a material defect. 7.6 Warranty claims are excluded if changes have been made to the goods by persons or companies not authorised by AddWinn. 7.7 Warranty claims expire 12 months after delivery of the goods delivered by AddWinn to the customer. 7.8. If, despite all the care taken, the goods delivered have a defect that already existed at the time of the transfer of risk, the goods will be repaired or replacement goods delivered, subject to timely notification of defects at AddWinn’s option. AddWinn must always be given the opportunity for subsequent performance within a reasonable period. The client is only entitled to withdraw from the contract in the event that the supplementary performance fails. A reduction in the price is mutually excluded.

8 Guarantee (beyond the warranty for defects / complaint – Section 8 -)

AddWinn sells its products regularly on the basis of a so-called product data-sheet. Insofar as the items sold by AddWinn in accordance with these General Terms and Conditions are based on a product data-sheet, the specifications shown in this product data-sheet are deemed to be guaranteed. If an item sold and delivered on the basis of a product data-sheet does not have the specifications of the product data-sheet, the client may reject such items and demand replacement delivery with items of the same type and nature as well as the specifications according to the product data-sheet. Further rights of the client are excluded. If the replacement delivery does not have the specifications of the product data-sheet, the customer may reject the goods and withdraw from the purchase contract. Through repeated replacement delivery within fourteen (14) days of objects of the same type and quality as well as the specifications according to the product data sheet, AddWinn can refuse the customer’s withdrawal from the purchase contract and request its execution. In any case, the customer must return the goods rejected under this regulation to AddWinn at their expense.

9 Retention of title, assignment of claims when the reserved goods are sold

9.1 The items/goods delivered by AddWinn to the customer remain the property of AddWinn (reserved goods) until the purchase price has been paid in full. 9.2 Der in Ziffer 10.1 geregelte Eigentumsvorbehalt erstreckt sich auch auf sonstige Forderungen der AddWinn gegen den Auftraggeber, die aus der Geschäftsbeziehung der Vertragsparteien bestehen, und auch für alle zukünftigen Lieferungen der AddWinn, auch wenn nicht stets ausdrücklich hierauf hingewiesen wird. 9.3 The customer is entitled to sell the reserved goods in the ordinary course of business, as long as AddWinn has not revoked this right of sale. The customer assigns the claim against the customer from the resale of the reserved goods to AddWinn in the amount of the agreed final invoice amount (including VAT) and AddWinn accepts this assignment now. This assignment applies regardless of whether the goods subject to retention of title have been resold without or after connection, processing, processing, transformation or mixing. The client remains authorised to collect the claim even after the assignment. AddWinn’s authority to collect the claim itself remains unaffected. However, AddWinn will not collect the claim as long as the client meets his payment obligations from the proceeds received, is not in default of payment, there is no application to open insolvency proceedings or there is no suspension of payment. At AddWinn’s request, the client is obliged to notify the third party of the assignment and to give AddWinn the documents required to assert their rights against the third party and to provide the necessary information. 9.4 The processing and/or processing, transformation and/or transformation of the goods by the customer is always carried out in the name and on behalf of AddWinn. In this case, the client’s entitlement to the processed and/or processed, transformed and/or transformed goods continues. If the goods are connected to other objects not belonging to AddWinn, AddWinn acquires co-ownership of the new item in the ratio of the objective value of the goods supplied by AddWinn to the other transformed objects at the time of the connection. The same applies in the event of mixing. If the combination and/or mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the client transfers the co-ownership to AddWinn proportionately and stores the resulting sole or co-ownership for AddWinn. 9.5 If third parties access the goods subject to retention of title, the customer will point out AddWinn’s property and will inform AddWinn immediately in writing of the access. 9.6 If the client behaves contrary to the contract, in particular in the event of delayed payment, but also when filing an application to open insolvency proceedings or cessation of payment, AddWinn is entitled to demand the goods subject to retention of title in whole or in part or to assign the client’s claims for surrender to third parties. AddWinn and the client agree that the withdrawal or attachment of the goods subject to retention of title does not constitute a withdrawal from the contract by AddWinn. This only applies, unless mandatory legal regulations stipulate otherwise. 9.7 The securities to which AddWinn is entitled only serve to cover its claims. If the value of this security exceeds the total existing claims by more than 20%, AddWinn is obliged by the client’s publishers to release the additional security after AddWinn has been selected.

10 Delay in acceptance, acceptance

10.1 If the customer does not accept the goods delivered to him on the basis of his order, AddWinn is entitled to withdraw from the contract and/or to claim compensation for damages, which also includes any additional expenses, after a period of one week to accept, which has expired without result. Further claims remain reserved. If the above requirements are met, the risk of accidental loss or accidental deterioration of the goods passes to the client at the latest when the client is in default of acceptance or debtor. 10.2 Instead of asserting the aforementioned rights, AddWinn can also dispose of the goods elsewhere and offer the customer similar goods within a period of two weeks after the grace period has expired, subject to the agreed conditions.

11 Limitations of liability

11.1 AddWinn is liable for damage resulting from injury to life, limb or health, which is based on an intentional or negligent breach of duty by AddWinn, its legal representatives, employees or vicarious agents. 11.2 Any additional claims for damages on the part of the customer against AddWinn, regardless of the legal reason, but in particular due to financial and consequential damages, are excluded, unless they are based on an intentional or grossly negligent breach of duty by AddWinn, its legal representatives, employees or vicarious agents or assistants or one essential breach of duty for the execution of the contract. This also applies to claims for damages on the part of the customer due to delay by AddWinn or the impossibility for which it is responsible. 11.3 If AddWinn is partially in arrears with its delivery or is partly responsible for the impossibility of performance, a claim for damages by the client due to non-fulfilment of the entire liability shall not be considered, unless the client at the time of the order, in addition to the conditions specified in section 12.2 explains that the partial fulfilment of the contract is of no interest to him. 11.4 In the case of claims for damages due to the lack of a guaranteed property of the goods delivered by AddWinn, the damage is limited to the typically occurring and foreseeable damage.

12 Withdrawal, termination

12.1 If, in the case of a commercial purchase, delivery becomes impossible as a result of force majeure or unforeseeable, not only temporary, obstacles to performance that cannot be overcome by reasonable expenditure and for which AddWinn is not responsible, AddWinn is entitled to withdraw from the contract. AddWinn is entitled to the same right in the event of a strike as well as unpredictable operational disruptions, a lack of raw materials or unpredictable failures of its own supply, unless these circumstances were caused by it. 12.2 If AddWinn becomes aware of circumstances that are likely to reduce the creditworthiness of the customer in a trade purchase after the conclusion of the contract, in particular when filing an application to open insolvency proceedings or stopping payment, it can withdraw from the contract without further notice. The assertion of further rights of AddWinn remains unaffected. 12.3 In the event of withdrawal, claims for damages by the customer are excluded for whatever legal reason, in particular, due to non-fulfilment or non-fulfilment of the rest of the delivery.

13 Place of performance, place of jurisdiction, applicable law

The place of fulfillment and exclusive place of jurisdiction for all disputes arising from this contract is the registered office of AddWinn in the judicial district of Oldenburg. This contract and the entire legal relationship between AddWinn and the client are also subject to the laws of the Federal Republic of Germany, even if they are in contact abroad, to the exclusion of the provisions of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14 Writing requirement

Contract changes and additions, declarations of withdrawal, reminders, notices of defects, reservations must be in writing. This also applies to the lifting of the writing requirement. Verbal collateral agreements have not been made.

15 Severability clause

If individual provisions of these General Terms and Conditions are or become wholly or partially ineffective or if these General Terms and Conditions have gaps, the remaining provisions of the General Terms and Conditions continue to apply. In this case, the contracting parties undertake, taking into account the principle of good faith instead of the ineffective provision, to agree an effective provision that comes as close as possible to the meaning and purpose of the ineffective provision. In the event of a loophole, that provision is deemed to be agreed which corresponds to what would have been agreed in the spirit and purpose of this contract if the matter had been considered.