General Sales Agreement

1. Offers and Contracts 
All offers must be in written form to be binding. Prices and quantities are subject to change. All orders must be confirmed in writing to be binding. This is also valid for changes to offers and orders.

Our standard terms and conditions of delivery and payment have priority over the standard terms and conditions of the contracting party and remain valid for the contractual relationship. Deviation from our standard terms and conditions are only valid when they have been accepted by us and must be specially certified separately.

The standard business terms and conditions of the contracting party are not binding when our standard business terms and conditions are contradicted and/or legal regulations are changed to our disadvantage. Our standard terms of delivery and payment also exclusively apply prior to contractual agreement. German law applies.

2. Delivery
Orders will be serviced as quickly and correctly as possible. Specified delivery appointments are considered approximate. Specified delivery appointments are not to be considered as binding even if a calendar date is specified.

The customer shall have a right to rescission only when, after delay in delivery date, a deadline, set through a registered letter, is not complied with. Special circumstances must be taken in to consideration.

Delay resulting from delayed delivery of material from our supplier or other third party services does not authorize rescission from the contract, but does extend the delivery date appropriately. Damage claims due to delayed delivery will not be tendered.

3. Price
All prices are considered ex warehouse. Packaging at cost price will be invoiced. We are authorized to pass on increasing expenses even after contract completion.

4. Shipping
Transport of goods occurs on account and at risk of the contracting party. We are responsible for form of packaging. If the customer wishes to implement transport insurance this must be registered, in writing, at least one week prior to delivery date.

5. Payment
The date of delivery is also the invoice date. Payments shall be due and payable within 10 days, with 2% discount, or within 30 days net. If the customer fails to settle a receivable, in whole or in part, on the agreed due date is the customer in default and liable and bound to payment of 4.5% interest on the payable amount without proof of debt.

Bank drafts will only be accepted when no subsequent costs are accrued and no discount is included. Bank drafts may not be rescinded prior to or subsequent to the due date. A revocation application is considered as not announced. Discounts will only be honored if no older outstanding invoice exists. Payments will be balanced against the oldest outstanding invoice.

The customer may not set off, exercise a right of retention or right to refuse services unless his counterclaims are undisputed or recognized by a final and binding judgment. If we become aware of circumstances, after the order confirmation, that justify doubts about the customer’s creditworthiness we are justified to request payment in advance or cancellation of the contract should no surety have been provided.

Should a contract partner fall in arrears we are authorized to cancel further deliveries, unless surety has been provided, and to demand the return of our property without affecting any other claims.

6. Retention of Title
The delivered goods shall remain the property of GAWOL until the complete payment of the receivables under the business relationship, including present and future ancillary claims, has been made. Under this circumstance the goods may not be transferred or used as security.

Third party access to the goods held subject to retention of title shall be registered with us per telephone without undue delay. As long as our ownership of goods held subject to retention of title exists, all processing is considered in our name. If goods held subject to retention of title have been processed to form a new movable item GAWOL shall acquire co-ownership of the new item in the proportion of the invoice values of its goods held subject to retention of title to the total value. The customer is entitled to further disposal of goods held subject to retention of title.

Claims and all securities resulting from the disposal of goods held subject to retention of title become our property and are deemed as transferred to us. The same is valid in so far as the goods held subject to retention of title are disposed of by law. Should disposal of goods occur after processing, the transfer is calculated in the proportion of the invoice values of its goods held subject to retention of title to the total value.

A separate agreement is not necessary for individual cases. If payment is cancelled the goods can no longer be disposed of.

7. Liability
Reclamations are considered as raised when, in accordance with §377 HGB, they are filed without undue delay, and in a separate notification. Minor deviations in quality, quantity and model are not grounds for reclamation.

Insufficiencies or excesses of up to 10% are considered acceptable. We can only be held responsible for damages caused due to our inefficiency. Unsatisfactory material delivered by our suppliers entitles the contract partner to raise complaint only if the damage is apparent or is also to be recognized by a non-professional.

Warranty claims are, without affecting claims for repair, limited to the delivery of proper goods or reduction of invoice according to our choice. Claims for damages will not be tendered regardless of legal justification.

8. Available Goods 
The price for goods held in reserve shall be due a maximum of 6 months after the order is accepted. After a period of 6 months we are authorized to ship to the customer, at his cost, or put to external storage the goods which is reserved and not called up. Should the goods remain in our facilities we are entitled to invoice adequate storage costs.

Reclamations concerning reserved goods which have been stored for more than 3 months will not be tendered. Storage of reserved goods is at the risk of the customer.

9. Patterns, designs and copyrights
Should the contract partner undertake delivery or service which is detrimental to the rights of a third party so is the contract partner obligated to confirm our exemption from liabilities and to provide securities.

The patterns, designs and documents which we have made available are our creative property and cannot be transferred to, or made available to, a third party. They may not be imitated or copied. Lithographs, prints and embossing plates, tools etc. remain our property even if the special design has already been invoiced. Use and disposition of same remain solely with us.

The cost of patterns, designs and sketches will be invoiced if they have not been returned within 2 months after receipt. This invoice does not authorize imitation or use of the goods.

10. Reservation 
Acts of God, strikes and all circumstances, with us or with our suppliers which reduce or impair production and delivery for which we are not responsible, release us from delivery responsibility. Damage claims arising from non-delivery will not be tendered

11. Forum for any and all legal disputes is Baden-Baden.

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