GENERAL TERMS AND CONDITIONS

1. GENERAL

(1) The following General Terms and Conditions of business (hereinafter referred to as ‘General Terms and Conditions’) apply to all contracts with us, the LAB LOGISTICS GROUP GmbH, Meckenheim. The Customer (hereinafter referred to as the ‘Customer’) recognizes these General Terms and Conditions by placing the order. Conditions of purchase of the Customer shall not apply unless we have expressly agreed to them in writing.
(2) Our Terms and Conditions apply even if we supply to the Customer without reservation in the knowledge of the Customer’s terms and conditions which conflict with or deviate from our Terms and Conditions, or if the Customer refers to its terms and conditions in connection with the order and we do not expressly object to them.
(3) Our General Terms and Conditions only apply to entrepreneurs (§ 14 BGB – German Civil Code), legal persons under public law and special funds under public law (“öffentlich-rechtliches Sondervermögen”).
(4) Individual agreements made with the Customer in individual cases (e.g. framework agreements or quality assurance clauses) and details in our order confirmation always take precedence over these General Terms and Conditions.
(5) Legally relevant declarations and notifications by the Customer regarding the contract (e.g. setting of deadlines, reminders or withdrawal) must be made in writing. Written form in the sense of our General Terms and Conditions includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in the case of doubt as to the legitimacy of the person making the declaration, remain unaffected.

2. PLACING OF ORDER
(1) Our offers are made without engagement, are non-binding and are subject to prior sale, unless they are expressly designated as binding. This also applies if we have provided the Customer with samples, catalogues, other product descriptions or documents – also in electronic form – to which we reserve title and copyright.
(2) The Customer’s order for goods (hereinafter referred to as ‘Goods’) is deemed to be a binding offer to contract. Unless otherwise stated in the order, we are entitled to accept this offer to contract within two (2) weeks of receipt.
(3) Acceptance of offers to contract may be declared by us either in writing (e.g. by order confirmation) or by delivery of the Goods to the Customer.
(4) The documents provided by the Customer (specifications, drawings, samples, etc.) are to be authoritative for us; the Customer is to be liable for their correctness in terms of content, technical feasibility and completeness; we are not be obliged to carry out a review of the same.

3. PRICES
(1) The prices are ex works (EXW in Meckenheim, in accordance with Incoterms 2020 or respective current version) plus packaging, freight and other shipping costs and the applicable value-added tax. The prices in our catalogs are intended as target prices without value-added tax. The prices stated in our order confirmation are definitive.
(2) The calculation will be made in euros based on the prices valid on the day of the order is placed, plus the statutory value-added tax.

4. DELIVERY, TRANSFER OF RISK
(1) Shipment is at the Customer’s risk. Risk shall pass to the Customer upon handover of the Goods to the carrier. This also applies if we have assumed or advanced the transport costs on behalf of the Customer, or if partial deliveries are made.
If shipment or handover is delayed due to reasons attributable to the Customer, the risk shall pass to the Customer from the day the Goods are ready for dispatch and we have notified the Customer accordingly.”
(2) Unless agreed otherwise, the place of delivery and the place of performance is Meckenheim. Unless agreed otherwise, delivery shall be ex works (EXW in Meckenheim in accordance with Incoterms 2020 or respective current version). The shipping method and route shall be coordinated with the Customer. Any additional costs arising from special requests by the Customer regarding the shipping method or route shall be borne by the Customer.
(3) All Goods will be insured only at the Customer’s request.

5. DELIVERY TIME, PARTIAL DELIVERY, FORCE MAJEURE
(1) The delivery times stated by us in offers or order confirmations are always non-binding. Insofar as delivery is delayed due to force majeure or circumstances for which the Customer or an upstream supplier is responsible, the delivery period shall be extended accordingly to a reasonable extent or we may withdraw from the contract in accordance with Section (3).
(2) We are entitled to make partial deliveries, insofar as they are reasonable and acceptable for the Customer.
(3) If we are prevented from keeping agreed delivery or performance dates as a result of force majeure, such as for instance labor disputes, governmental action, energy or raw material shortages, transport bottlenecks or hindrances, pandemics or epidemics and measures to contain them, operational hindrances, for example due to fire, water and/or machine defects, for which we are not responsible, or other disruptions in the flow of operations either at our premises or those of suppliers or subcontractors for which we are not responsible and which can be proved to have a significant impact, we are obliged to inform the Customer without undue delay (“unverzüglich”). In such cases we are entitled to extend the delivery or performance period by the period of the event of force majeure or the disruption if we have informed the Customer pursuant to the above information obligation. If delivery or performance becomes impossible as a result thereof, our obligation to supply becomes null and void to the exclusion of claims for damages. If the Customer proves that subsequent performance of the contract is of no interest to him as a result of the delay, the Customer may withdraw from the contract to the exclusion of any further claims. If the event of force majeure or the disruption lasts longer than one month, we may withdraw from the contract as regards to that part which has not yet been performed if we have informed the Customer pursuant to the above information obligation and if we have not assumed the risk of procurement (“Beschaffungsrisiko”) or a delivery guarantee. Force majeure is any external event caused by elementary forces of nature or by the actions of third parties, which is unforeseeable according to human experience and understanding, which cannot be prevented or rendered harmless by economically acceptable means, even by the utmost care reasonably to be expected in the circumstances, and which is also not to be accepted by us due to its prevalence.
(4) Section (3) applies mutatis mutandis if and to the extent that we had entered into a covering transaction before the conclusion of the contract with the Customer which – if properly executed – would have enabled us to fulfil our contractual obligations in our relationship with the Customer, and we have been supplied by our suppliers incorrectly and/or belatedly and neither we nor our suppliers are at fault.
(5) If we are in default, the Customer is entitled to set a deadline in writing and, if this period expires
without result, to withdraw from the contract.

A deadline is not required if we seriously and definitively refuse performance, or if the underlying contract is a fixed-date transaction within the meaning of § 323 Para. 2 No. 2 BGB or § 376 HGB (German Commercial Code) or if special circumstances exist which, taking both parties’ interests into account, justify immediate withdrawal.

(6) The Customer’s rights under Section 9 of these Terms and Conditions, as well as our statutory
rights — in particular in cases where the obligation to perform is excluded (e.g., due to impossibility
or unreasonableness of performance and/or subsequent performance) — shall remain unaffected.”.

6. PACKAGING
(1) The delivery includes the manufacturer’s packaging (if available), with the exception of opened Goods. Any additional packaging will be selected by us as required. Additional costs arising from Customer-specific special requests will be invoiced separately.
(2) The use of the Customer’s own packaging is only possible by prior agreement.
(3) The Customer is responsible for the disposal of packaging that is not subject to system participation requirements in Germany.

7. RETURN CONCEPT FOR ELECTRICAL APPLIANCE
We have set up a return concept for B2B electrical appliances. Our Customers can contact our service team for the return of their old appliances. Based on the location, type, condition and quantity of the old appliances, the service team decides on a case-by-case basis how to proceed – from collection or return to the manufacturer, to the organization of disposal in a certified local waste disposal company. For clarification, please contact us by email to elektrogeraete-ruecknahme@llg.de

8. WARRANTY
(1) The Customer’s rights in the event of material defects and defects of title (including incorrect and short delivery, improper assembly/installation, or defective instructions) are governed by the statutory provisions, unless otherwise stipulated below.
In all cases, the statutory provisions for final delivery of Goods to a consumer (§§ 478, 479BGB) remain unaffected.
(2) The basis of our liability for defects is primarily the agreement reached on the quality and the presumed use of the Goods (including accessories and instructions). Product descriptions or manufacturer’s specifications are only considered as an agreement on quality in this sense if this was contractually agreed or if such descriptions or specifications were publicly announced by us (in particular in catalogs) at the time of the conclusion of the contract.
(3) If we have to perform in accordance with drawings, specifications, samples, requirements etc. provided by the Customer, the Customer bears the risk of suitability for the intended purpose.
(4) The Customer’s warranty rights, if the Customer is a merchant, require that the Customer has duly fulfilled their inspection and notification obligations under § 377 HGB. If the contract between us and the Customer qualifies as a contract for work and services, § 377 HGB shall apply accordingly.
(5) Upon request, we must be granted the opportunity to inspect a notified defect on site. If the Customer or third parties carry out unauthorized changes or improper repair, any claims for defects based thereon or resulting from such actions are excluded.
(6) If the delivered Goods or the produced work are defective, the Customer has statutory rights in accordance with the following provisions:
(i) We are initially entitled, at our discretion, either to remedy the defect or to deliver defect-free Goods to the Customer or, in the case of a contract for work and services, to produce a new work (subsequent performance). If the type of subsequent performance chosen by us is unreasonable for the Customer in a particular case, they may reject it. The Customer must give us the time and opportunity required for subsequent performance. We are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, in accordance with legal requirements. In the case of replacement delivery or new production under a contract for work and services, the Customer shall return the defective Goods to us at our request.
We are entitled to make subsequent performance conditional on the Customer paying the agreed price for the delivered Goods. However, the Customer is entitled to withhold a reasonable part of the price.
(ii) If the subsequent performance fails, the Customer shall be entitled, at his discretion and in
accordance with statutory provisions, to withdraw from the contract or to demand a reduction of the
agreed price. In the case of an insignificant defect, however, there is no right of withdrawal.
(iii) For the Customer’s claims for damages or compensation for futile expenses, Section 9 shall apply.
(7) In the event of a breach of duty not related to a defect in the purchased item or the work, the Customer is entitled to withdraw from the contract in accordance with the statutory to withdraw from the contract.
(8) Clause 10 shall apply to the limitation periods.

9. EXCLUSIONS AND LIMITATIONS OF LIABILITY
(1) We are liable for damages resulting from injury to life, body or health, which are based on a culpable breach of duty by us, our legal representatives, employees or vicarious agents. We are also liable for claims under the Product Liability Act or insofar as a defect has been fraudulently concealed, or if we have assumed a guarantee for the quality of a delivery item. We are liable for other damages – outside of the above cases – if they are based on intentional or grossly negligent breach of duty, or in the case of essential contractual obligations (“Kardinalpflichten”) due to a simple negligent breach of duty by us, our legal representatives, employees or vicarious agents.
(2) In the case of simple negligent breach of essential contractual obligations, liability shall, however, be limited to the typical foreseeable damage. Essential contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose fulfillment of which the contractual partner may regularly rely.
(3) We are not liable for the simple negligent breach of obligations other than in the above cases.
(4) The above provisions apply to all claims for damages including damages in addition to or instead of performance, regardless of the legal reason – in particular due to defects, the breach of duties arising from the contractual obligation, or tort. They also apply to claims for compensation for futile expenses.
(5) Liability in accordance with the special statutory provisions in the case of final delivery of the Goods to a consumer (§ 478, 479 BGB) remains unaffected.
(6) The above provisions do not entail a reversal of the burden of proof to the detriment of the Customer.
(7) Insofar as our liability for damages is excluded or limited, this also applies with regard to personal liability for damages of our employees, representatives and vicarious agents which is based on the same legal reason.

10. LIMITATION PERIOD
(1) Claims of the Customer arising from material defects and defects of title shall become timebarred in deviation from § 438 para. 1 no. 3 BGB and § 634a para. 1 no. 1 and § 634a para. 1 no. 3 BGB within one year from the start of the statutory limitation period.
(2) Mandatory statutes of limitation remain unaffected. The limitation period reduction referred to in Section (1) does therefore not apply:

to proprietary claims for restitution by third parties,
to claims for defects in goods which have been used for a building in accordance with their normal use and which have caused the defectiveness of the building,
to claims based on the assumption of a guarantee or the procurement risk,
in the event of fraudulent concealment of a defect by us,
to claims based on intent and gross negligence,
to recourse claims based on the provisions of the sale of consumer Goods (“Verbrauchsgüterkauf”),
to claims due to injury to life, body or health,
for claims due to defects in a building and a work whose success consists of planning or monitoring services for this.

(3) The limitation periods for claims arising from material defects and defects of title as set out in the above two paragraphs apply mutatis mutandis to competing contractual and non-contractual claims for damages of the Customer which are based on a defect in the contractual Goods. However, if in individual cases the application of the statutory limitation rules would lead to an earlier limitation period for the competing claims, the statutory limitation period shall apply to the competing claims. The statutory limitation periods under the Product Liability Act remains unaffected in any case.
(4) To the extent that the limitation period for claims against us is shortened in accordance with the above three paragraphs, this shortening shall apply accordingly to any claims of the Customer against our legal representatives, employees, staff agents and vicarious agents, if such claims are based on the same legal grounds.

11. TERMS OF PAYMENT
(1) Payment obligations due to deliveries of Goods are to be fulfilled after delivery within 10 days without deduction. In the case of payments by bank transfer or check, the payment obligation is only fulfilled when the invoice amount has been credited to our bank account.
(2) The Customer is not entitled to withhold payments due to counterclaims from other contractual relationships or to offset against such counterclaims, unless these are recognized by us, undisputed or legally established.

12. CANCELLATION OF ORDERS
Cancellations of orders or order items are only possible with our explicit consent. Any cancellation costs incurred by our subcontractors will be passed on to the Customer.

13. RETURN OF GOODS
1) Apart from warranty claims or claims for damages by the Customer, the Customer may return Goods received from us only after consultation with us.
(2) In the event of a return shipment permitted in accordance with paragraph 1, the following shall apply: Only resalable Goods in their original packaging will be taken back by us and credited after thorough inspection. The LAB LOGISTICS GROUP reserves the right to charge processing costs. If the Goods have to be returned to the manufacturer, we will wait for the manufacturer’s credit note. The credit to the Customer will only be issued after receipt and verification of the corresponding credit note of the manufacturer.

14. RETENTION OF TITLE
(1) We reserve title to the Goods delivered by us until the Customer has payed all his liabilities arising from the mutual business relationship. If the Customer does not meet his obligations to us in full, he must return the Goods to LAB LOGISTICS GROUP GmbH upon request.
(2) Our taking back the Goods does not constitute a withdrawal from the contract. After taking back the Goods, we are entitled to dispose the Goods. The proceeds from the disposal, less reasonable disposal costs, shall be offset against the liabilities of the Customer.
(3) The Customer is entitled to resell the Goods in the ordinary course of business. The Customer hereby assigns to us all claims arising from the resale against his customers or third parties. The amount of this assignment is limited to the amount of the gross value of our total outstanding invoice against the Customer. The Customer remains authorized to collect his claims against his customers or third parties despite the assignment to us. Our authorization to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim ourselves as long as the Customer fulfills his payment obligations to us, is not in default of payment, and no application for the initiation of composition or insolvency proceedings has been filed against him, nor has he suspended payments. If such a case arises, we may demand that the Customer immediately disclose
to us all assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors or the third parties of the assignment to us.
(4) In the event of seizures or other interventions by third parties with respect to the Goods subject to our retention of title, the Customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not able to reimburse the judicial and extrajudicial costs incurred in asserting our rights, the Customer is liable for the loss incurred by us.
(5) The Customer is obliged to treat the Goods subject to reservation of title carefully and in particular the Customer is obliged to adequately insure them against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the Customer must carry this out in due time and at its own expense. In the event of loss or damage to the Goods subject to reservation of title, the Customer hereby assigns to us any claims to insurance payments existing in this connection in the amount of the final invoice (including value-added tax) of our claims with respect to the object of delivery by way of additional security in advance.
(6) In case of deliveries abroad, if certain measures and/or declarations by either party are necessary to ensure the effectiveness of the above mentioned reservation of title and/or certain other rights referred to in the paragraphs above, the Customer is obliged to inform us accordingly in writing or in text form and to take all necessary measures and/or make all necessary declarations without undue delay at its own expense. If the law of the country of import does not permit reservation of title to the Goods, the Customer is obliged to provide without undue delay (“unverzüglich”) another
appropriate security interest in the Goods or any other equivalent collateral based on equitable discretion (§ 315 BGB) at its own expense.
(7) We undertake to release, at Customer’s request, the securities due to us if the realizable value of our securities exceeds the claims to be secured by more than 10 %; we reserve the right to select the securities to be released

15. COMPLIANCE WITH LAWS AND REGULATIONS
(1) The Customer is obliged to comply with all applicable statutory provisions, in particular, with anticorruption and money laundering laws as well as antitrust, labor and environmental protection regulations.
(2) The Customer strictly complies with all applicable European Union (“EU”), United States of America (“US”) and other export control and sanction laws and regulations (“Export Control Regulations”).
(3) The Customer shall notify us beforehand and disclose any information (incl. end-use) necessary for us to comply with Export Control Regulations in case products, technology, software, services or any other Goods delivered by us are specifically ordered for use in connection with
(i) any country, territory, person or entity that is subject to any restrictions or prohibitions under the EU, US or any other applicable export control and sanction regulations, or
(ii) design, development, production or use of military or nuclear Goods, chemical or biological weapons, rocket, space or air vehicle applications and means of transportation.
(4) The fulfilment of the contractual obligations by us is subject to the proviso that the applicable Export Control Regulations do not contravene. In such a case, we are, in particular, entitled to refuse or withhold the contractual fulfilment without any liability towards the Customer.
(5) The sale, export and re-export of the Contract Goods to Russia and/or Belarus and the sale, export and re-export of the Goods for use in Russia and/or Belarus are prohibited. Any violation constitutes a material breach of the contract and will be grounds for extraordinary termination without notice. Further rights are reserved.

16. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPPLICABLE LAW
(1) The place of performance for our obligations is the registered office of the company in Meckenheim. If the Customer is a merchant, legal persons under public law or a special funds under public law (“öffentlich-rechtliches Sondervermögen”) as defined by German law, the place of jurisdiction for any and all disputes arising directly or indirectly from the contractual relationship is Bonn, Germany. However, we are entitled to sue the Customer at his place of jurisdiction. Mandatory statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.
(2) The contractual relationship is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

17. INVALIDITY OF INDIVIDUAL PROVISIONS, WRITTEN FORM
(1) Agreements which amend the content of these General Terms and Conditions or individual clauses thereof must be made in writing. The requirement of written form also applies to any waiver of this written form requirement.
(2) Should individual provisions be or become invalid, this validity of the remaining provisions shall not be affected. In such a case, the invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the invalid provision.

LAB LOGISTICS GROUP GmbH, Meckenheim Commercial Register Bonn, HRB 10800

Status 2022/08