General Terms and Conditions of Ernst Feiler GmbH

1. Scope of Application

1.1 These General Terms and Conditions apply to all contracts between you and us, Ernst Feiler GmbH, Greimweg 4, 95691 Hohenberg a. d. Eger, represented by the managing directors Michael Hauspurg (AG Hof HRB 2096), VAT ID No. DE 811584534, Phone: +49(0)9233/7728 – 0, Fax: +49(0)9233/7728 – 99, concluded for the purchase and delivery of goods through this online shop under the website address www.feiler.de, unless and to the extent they are modified by written agreements between you and us.

1.2 Any amendments to these Terms and Conditions will be communicated to you in writing, by fax, or via email. If you do not object to such changes within four weeks of receiving the notice, the amendments shall be deemed accepted. You will be specifically informed about your right to object and the legal implications of remaining silent when such changes are communicated.

2. Conclusion of Contract

2.1 The product offers presented in our online shop are non-binding and not offers in the legal sense.

2.2 By submitting an order via our online store by clicking the “Place binding order” button, you make a legally binding purchase offer. You are bound by this offer for a period of three days. Any statutory right of withdrawal you may have pursuant to Section 10 remains unaffected.

2.3 You confirm that all information provided during the ordering process (e.g., name, address, email address, payment details, etc.) is accurate and truthful. Any changes must be communicated to us without delay.

2.4 We will promptly confirm receipt of your order placed via our online store by email. However, such confirmation does not constitute acceptance of your order unless it expressly states acceptance in addition to acknowledging receipt.

2.5 A contract is only formed when we accept your order either by a separate declaration of acceptance or by dispatching the ordered goods. If the delivery of the goods you ordered is not possible (e.g., due to stock unavailability), we will not issue a declaration of acceptance. In such cases, we will inform you immediately and refund any payments already received.

2.6 If you select a payment method under which we are required to make advance performance (e.g., purchase on account), we reserve the right to carry out a creditworthiness check for each order in accordance with applicable data protection regulations. This check is based on mathematical and statistical methods to assess the probability of payment default.

2.7 The contract language is exclusively German.

2.8 We only deliver goods to customers within the Federal Republic of Germany.

3. Prices and Shipping Costs

3.1 All prices listed in our online store are final prices and include the applicable German value-added tax (VAT) as well as any other price components. Shipping costs, however, are not included and are charged separately in accordance with Section 3.2.

3.2 Shipping costs are borne by the customer unless stated otherwise below. For deliveries within Germany, we charge a flat shipping fee of EUR 7.00 per order for orders with a total value of up to EUR 100.00. Orders with a total value exceeding EUR 100.00 are shipped free of charge within Germany.

3.3 If we fulfill your order in partial shipments as per Section 5.1, you will only be charged for the shipping costs of the first delivery. However, if partial deliveries are made at your request, we will charge shipping costs for each individual delivery.

3.4 If you validly revoke your contractual declaration in accordance with Section 10, you may be entitled under statutory provisions to a refund of any shipping costs already paid for the delivery to you ("outbound shipping costs").

4. Payment

4.1 For deliveries within Germany, payment can generally be made via credit card, PayPal, or — for orders with a total value of up to EUR 350.00 — by invoice, subject to the provisions set out in Sections 4.2 and 4.3.

4.1.1 We accept the following credit cards: Visa and Mastercard. Credit card payments are processed via nexi. When paying by credit card, you must provide your card number, the card verification code (CVC), and the expiration date. As part of the 3D Secure process, you will also be required to enter a six-digit code sent to your mobile phone by your card issuer via SMS.

4.1.2 If you choose to pay via PayPal, you will be redirected to the PayPal platform, where your details are already stored.

4.1.3 If you choose to pay by invoice, the purchase price and shipping costs must be transferred to our account no later than two weeks after receipt of the invoice.

4.2 In the case of justified indications of a payment default risk (e.g., a missing or negative credit report), we reserve the right to deliver only after payment has been received in full (“advance payment requirement”). Should we exercise this right, we will inform you without delay. In such cases, the delivery period begins only after full payment of the purchase price and shipping costs has been received.

4.3 In case of delayed payment, we are entitled to charge default interest at a rate of 5 percentage points above the base interest rate (§ 247 of the German Civil Code – BGB) per annum. We reserve the right to claim further damages caused by delay.

4.4 In case of delayed payment or any other clear indication of insufficient creditworthiness, all outstanding claims against the customer become due immediately.

4.5 You may only set off claims that are undisputed or legally established against us. You are entitled to assert a right of retention only if your counterclaim is based on the same contractual relationship.

5. Delivery Conditions

5.1 If the goods are available, we deliver within two to three working days. Partial deliveries are permitted. Any applicable shipping costs are listed in the product description and in Section 3.2, and will be stated separately on the invoice. Delivery dates and deadlines are only binding if they have been confirmed by us in writing.

5.2 Our obligation to deliver lapses if we are not supplied correctly and on time by our own suppliers and are not responsible for the lack of availability. In the event that a product is unavailable, we will inform you immediately and refund any payments you may have already made without delay.

5.3 If we fail to deliver the goods or do not fulfill the delivery as contractually agreed, you must grant us a reasonable grace period to remedy the situation. Without granting such a grace period, you are not entitled to withdraw from the contract.

6. Retention of Title

6.1 Delivered goods remain our property until full payment has been received.

6.2 You must notify us immediately of any third-party access to goods delivered under retention of title. You are liable for all costs incurred in lifting such access, particularly the costs of legal proceedings (e.g., third-party opposition proceedings), unless such costs can be recovered from the third party in question.

7. Warranty Rights

7.1 In case of a material defect in the purchased goods, the statutory provisions applicable at the time the contract was concluded shall apply. This means you must notify us of any defect so that we have the opportunity to remedy it either by repair or by delivering a defect-free item. If the statutory conditions are met, you may also be entitled to reduce the purchase price or withdraw from the contract. If we fail to remedy the defect within a reasonable period following your notification, you are entitled to withdraw from the contract. Section 475 (1) of the German Civil Code (BGB) remains unaffected.

7.2 Claims for damages resulting from defects in the goods are subject to the requirements set out in Section 8 in addition to statutory provisions.

7.3 All warranty claims shall become time-barred two years after delivery, unless otherwise specified in sentences 2 and 3 below. If a defect becomes apparent within the limitation period, the limitation period shall not expire before the end of four months after the date on which the defect first became apparent. If you have returned the goods to us for remedy, the limitation period for claims relating to the reported defect shall not expire before the end of two months after the date on which we returned the repaired or replacement goods to you.

8. Liability for Damages

8.1 Without prejudice to any other legal requirements for claims, the following exclusions and limitations of liability shall apply to our liability for damages:

8.2 We shall be liable in cases of intent or gross negligence. In cases of simple negligence, we shall only be liable for breaches of essential contractual obligations, i.e., obligations whose fulfillment is a prerequisite for the proper performance of the contract and on which the contracting party may regularly rely (so-called cardinal obligations). Any further liability for damages, regardless of the legal basis, including liability for fault at the time of contract conclusion, is excluded.

8.3 If we are liable for simple negligence under Section 8.2, such liability shall be limited to the damages that were foreseeable and typical at the time the contract was concluded based on the circumstances known at that time.

8.4 The above exclusions and limitations of liability do not apply if we have provided a guarantee regarding the quality of the goods, in cases involving liability under the German Product Liability Act, or for damages resulting from injury to life, body, or health, or for any mandatory statutory claims.

8.5 The above exclusions and limitations of liability also apply to the benefit of our employees, legal representatives, agents, and other third parties whom we engage to fulfill the contract.

9. Data Protection

9.1 In accordance with Article 6(1)(b) of the GDPR, the personal data you provide – i.e. information relating to an identified or identifiable individual (such as name, address, date of birth, gender, email address, telephone number, fax number, bank account details, credit card number) – is processed in accordance with the provisions of German data protection law.

9.2 Your personal data, to the extent necessary for establishing, structuring, or amending the contractual relationship (inventory data), is used solely for the execution of the purchase agreements concluded between you and us – for example, to deliver products and services to the address you have provided.

9.2.1 In the event of a credit check pursuant to Section 2.6, we will transfer the necessary personal data to: Creditreform Bayreuth, Göhring & Kollegen KG, Wittelsbacherring 22, 95444 Bayreuth, Germany. This is your first and last name and your address data. The collection, storage, and disclosure of this data is solely for the purpose of credit checking and preventing payment defaults, based on Article 6(1)(b) and (f) GDPR. Using this data and a scientifically recognized statistical model, a probability of credit default is calculated to assess your creditworthiness. You may object to the transmission of this data to the credit agency at any time; however, in such a case, payment by invoice will no longer be available. The scope of scoring and automated decision-making is strictly limited to determining whether invoice is available, and is used solely to mitigate payment default risks.

9.2.2 For payment processing, we may share your payment data with the financial institution assigned to handle the transaction, but only as necessary to complete the process.

9.2.3 Once the contract has been fully processed or your customer account deleted, your data will be blocked in accordance with statutory retention periods under tax and commercial law and deleted after these periods expire, unless you have expressly consented to further use or we are legally permitted to retain your data beyond this. 

9.2.4 Any use of your inventory data beyond this – e.g., for marketing, market research, or the optimization of our services – requires your explicit consent.

9.3 Your personal usage data, which is necessary for utilizing and billing our services, will initially also be used solely for processing the contractual relationship between you and us. 

9.4 With your separate consent, we may use your data to send our newsletter or other marketing communications. You can withdraw this consent at any time with effect for the future. We may also use address data for advertising and market research purposes. You may object to receiving promotional emails at any time.

9.5 For more detailed information, please refer to our full Privacy Policy available at: https://www.feiler.de//en/Legal/Data-privace/
If you wish to review or withdraw your previously given consent regarding the use of your inventory data, or object to the processing of your usage data, you may contact our support team at:
Phone: +49(0)9233/ 7728-0
E-Mail: datenschutz@feiler.de

9.6 Information on data protection in accordance with the EU GDPR: In the context of contract initiation or when a legitimate interest exists – including for existing customers – we regularly check your creditworthiness. For this purpose, we cooperate with: Creditreform Bayreuth, Göhring und Kollegen KG, Wittelsbacherring 42, 95444 Bayreuth, Germany. We provide your name and contact information to Creditreform Bayreuth, from whom we receive the relevant credit data. For details regarding the data processing by Creditreform Bayreuth in accordance with Article 14 of the EU GDPR, please refer to the following link:

https://www.creditreform.de/bayreuth/datenschutz

10. Right of Withdrawal

10.1 As a consumer, you are entitled to a statutory right of withdrawal, which we explain below along with its conditions and legal consequences:

Right of Withdrawal

You have the right to withdraw from this contract within fourteen (14) days without giving any reason. The withdrawal period is fourteen (14) days from the day on which you or a third party designated by you, who is not the carrier, took possession of the goods. If the contract covers several goods that you ordered as part of a single order but that were delivered separately, the withdrawal period begins on the day you or a third party designated by you, who is not the carrier, took possession of the last item.

To exercise your right of withdrawal, you must notify us (Ernst Feiler GmbH, Greimweg 4, 95691 Hohenberg a. d. Eger, Germany)

Phone: +49(0)9233/77280
Fax +49(0)9233/772899
E-Mail: widerruf@feiler.de

of your decision to withdraw from this contract by means of a clear declaration (e.g., a letter sent by post, fax, or email). You may use the attached model withdrawal form for this purpose, although its use is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising the right of withdrawal before the withdrawal period has expired.

Consequences of Withdrawal

If you withdraw from this contract, we shall reimburse you for all payments received from you, including delivery costs (except for any additional costs arising from your choice of a delivery method other than the least expensive standard delivery offered by us), without undue delay and at the latest within fourteen (14) days from the day on which we received notice of your withdrawal from this contract. We will use the same means of payment for this reimbursement as you used in the original transaction, unless expressly agreed otherwise with you; in no case will you be charged fees for this refund. We may withhold reimbursement until we have received the returned goods or you have supplied evidence of having sent back the goods, whichever is the earlier. 

You must return or hand over the goods to us (Ernst Feiler GmbH, Greimweg 4, 95691 Hohenberg a. d. Eger, Germany) without undue delay and in any event no later than fourteen (14) days from the day on which you inform us of your withdrawal from this contract. The deadline is met if you send back the goods before the fourteen-day period has expired.

You are only liable for any diminished value of the goods if such loss in value results from handling beyond what is necessary to examine the nature, characteristics, and functioning of the goods.

Exceptions to the Right of Withdrawal

In accordance with Section 312g (2) of the German Civil Code (BGB), the right of withdrawal does not apply, among others, to distance contracts for the delivery of goods that are not pre-manufactured and for the production of which an individual choice or specification by the consumer is decisive, or that are clearly tailored to the personal needs of the consumer.

Muster –Widerrufsformular

If you wish to withdraw from the contract, please complete this form and return it to:

To

Ernst Feiler GmbH

Greimweg 4

95691 Hohenberg a. d. Eger 

Germany

Fax: +49 (0)9233/7728 – 99 

E-Mail: widerruf@feiler.de

I/we (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods: ……………..(*) 

ordered on ………………………….. (*)/ received on …………………(*) 

Name of consumer(s) ……………………………………………… 

Address of consumer(s) ………………………………………………

                                         ………………………..……………………. 

                                         .…………………………………………….. 

Signature of consumer(s) …………………………..…………………… 

(only if this form is submitted on paper)

Date …………………………….…………………..

(*) Delete as appropriate

End of Withdrawal Instructions

11. Non-Accepted or Uncollected Packages

11.1 We reserve the right to charge a fee of EUR 10.00 for non-accepted and/or uncollected packages to cover the costs incurred (e.g., handling, packaging, shipping).

11.2 However, we are not entitled to charge this fee under section 11.1 if: 

11.2.1 You provide proof that we incurred no costs or only lower costs, or

11.2.2 you have declared your withdrawal from the contract to us before the delivery of the goods to you or the delivery of the goods to the parcel shop designated by you, with the relevant time being the dispatch of your withdrawal.

12. Copyrights

We hold the copyright for all images, videos, and texts published in our online shop. The use of images, videos, and texts is not permitted without our express consent.

13. Applicable Law, Mandatory Consumer Protection Provisions

13.1 The laws of the Federal Republic of Germany shall apply to these terms and conditions and all legal relationships between us and the customer, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), provided that:

13.1.1 The customer has their habitual residence in Germany, or

13.1.2 the customer's habitual residence is in a country that is not a member of the European Union.

13.2 In the event that the customer has their habitual residence in a member state of the European Union, German law shall also apply, but mandatory provisions of the country in which they have their habitual residence shall remain unaffected.

14. Dispute Resolution

14.1 The European Commission has created an online platform for the resolution of disputes. The platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase contracts. Further information can be found at: http://ec.europa.eu/consumers/odr

14.2 We are neither willing nor obligated to participate in a dispute resolution procedure before a consumer arbitration board.

15. Final Provisions

15.1 Amendments or additions to these General Terms and Conditions must be made in writing. This also applies to the waiver of this written form requirement.

15.2 If you had your residence or habitual residence in Germany at the time of the conclusion of the contract and either moved your residence or if your whereabouts are unknown at the time of filing a lawsuit, the place of jurisdiction for all disputes shall be the location of our company.

15.3 Should individual provisions of the contract be invalid or contradict legal regulations, the remainder of the contract shall remain unaffected. The invalid provision shall be replaced by an effective provision mutually agreed upon by the contracting parties, which comes closest to the economic purpose of the invalid provision. The above provision shall apply correspondingly in the case of gaps in regulation.

Standard Conditions of the German Textile Industry, Version as of: 01/01/2020

1 Scope of Application

1. The Standard Conditions shall apply solely between merchants.

2. All deliveries and services of the seller shall be subject to the following Standard Conditions of the

3. German Textile Industry. General Terms and Conditions of the purchaser shall not be recognised by the seller, unless the seller has agreed to their validity in writing. This also applies if the seller unconditionally performs the services having knowledge of contrary or deviating conditions to the present Standard Conditions.

2 Place of performance, delivery and acceptance

1. The place of performance for all obligations under the delivery agreement shall be the place of the registered place of business of the seller.

2. The goods shall be delivered ex (domestic) works. The shipping costs shall be borne by the purchaser. The purchaser may determine the carrier. The goods shall be sent uninsured. The parties may agree that a shipping notice must be issued.

3. Packing costs for special packaging shall be borne by the purchaser.

4. Sorted partial shipments and in the case of combinations, partial shipments adequate for sale must be processed promptly and advance notice of such deliveries shall be given to purchaser. Unsorted shipments shall only be permitted with the prior consent of the purchaser.

5. If the purchaser is at fault for not accepting the goods in a timely manner, the seller may at his discretion, and after giving notice of a grace period of 12 calendar days, either invoice the goods with payment being due immediately (backorder invoice) or withdraw from the contract or claim damages.

3 Place of legal venue

The place of legal venue (also for bills of exchange and check complaints) shall be, at the plaintiff's

discretion, at a German registered place of business of one of the parties. The plaintiff may also take legal action at the registered office of the specialist organisation responsible for the seller (Stuttgart).

The court to which recourse is first sought shall have jurisdiction.

4 Subject matter of the contract

1. The goods shall be delivered on determined dates (workday or a specific calendar week). All sales shall be concluded for determined quantities, articles, levels of quality and fixed prices. Both parties shall be bound hereto. Commission business shall not be entered into.

2. Block orders are permitted and must be limited in time when the contract is concluded. The acceptance period shall not exceed 12 months.

5 Interruption of Delivery

1. In the event of force majeure, labour disputes for which a party is not responsible for, and other operational disruptions that are beyond a party’s control and have lasted or are expected to last longer than a week, the delivery or acceptance period shall readily be extended by the duration of the obstruction, but not exceed 5 weeks. The extension shall only be granted if the other party is immediately given notice of the reason for the obstruction, as soon as it is clear that the delivery or acceptance deadline cannot be met.

2. If in the cases referred to in clause 1 hereinabove, the delivery or acceptance does not take place within the extended delivery or acceptance period the other party may withdraw from the contract, after giving notice of a grace period of 12 calendar days.

3. Claims for damages shall be excluded in the cases referred to in clause 1, if the relevant party has satisfied its obligation in accordance with clause 1.

6 Grace period for delivery

1. After expiry of the delivery period, a grace period of 12 calendar days shall start without any declaration being required. After the grace period, the purchaser may withdraw the contract by giving notice in writing. If the purchaser wishes to claim damages instead of delivery, it must give written notice to the seller of a 4-week delivery period after expiry of the agreed delivery date. The statutory regulations according to which setting an additional period for performance is not required (sections 281 para.2 and 323 para.2 of the German Civil Code) shall remain unaffected by this.

2. The grace period for goods in stock that are ready for dispatch, and NOS goods—"Never-out-of-stock" - is of 5 working days. The purchaser must be informed immediately in the event of non-delivery. Furthermore, the provisions of clause 1 shall apply.

3. Before the end of the grace period for delivery, claims of the purchaser for late delivery shall be excluded, inasmuch as section 8 clauses 2 and 3 do not apply.

7 Notice of defect

1. Notices for open defects shall be sent to the seller no later than 12 calendar days after receipt of the goods. Hidden defects must be notified by the seller without delay as soon as they are discovered.

2. Any claim for open defects shall be excluded after the supplied goods have been cut or processed in any other way.

3. Minor, technically unavoidable deviations in quality, colour, width, weight, finish or design shall not be considered as defects. This also applies for standard deviations, unless the seller has declared in writing that the delivered goods must strictly match a given sample.

4. In case of justified notice of defects, the purchaser may claim repair of the goods or delivery of replacement goods at the seller’s discretion within 12 calendar days after receipt of the returned goods by seller. In this case, the seller shall pay the freight costs. If subsequent repair or replacement delivery fails, the purchaser may only proportionally reduce the purchase price or withdraw from the contract, inasmuch as section 8 clauses 2 and 3 do not apply.

5. If the notice of defect is not given in a timely manner, the goods shall be deemed as approved.

8 Compensation for damages

1. Claims for damages made by the purchaser shall be excluded unless otherwise agreed in these conditions.

2. The exclusion in clause 1 shall not apply in case of a liability under the German Product Liability Act, in case of intent or gross negligence by the business owners, legal representatives and leadership, malice, failure to comply with a provided guarantee, in the event of intentional or negligent injury to life, body or health or in the event of the culpable breach of a material contract obligation; a material contractual obligation is one that shapes the contract and in the performance of which the purchaser may trust. The claim for damages because of a material breach shall be limited to foreseeable damage typical for a contract of this kind, unless another case referred to in sentence 1 applies.

3. A change of the burden of proof to the detriment of the purchaser is not linked to the above regulations.

9 Payment

1. The invoice shall be issued on the date of delivery or the date of provision of the goods. Postponement of the due date (value date) is fundamentally excluded.

2. Invoices are payable:

1. within 10 days of invoicing and dispatch of goods with 4% express discount payment

2. from 11 to 30 days after invoicing and dispatch of goods with 2.25% discount

3. from 31 to 60 days after invoicing and dispatch of goods net.

From the 61st day the purchaser shall be in default in accordance with section 286 para. 2 No. 1 of the German Civil Code.

3. If a bill of exchange is accepted by the seller in lieu of cash, cheques or wire transfer then a surcharge of 1% of the value of the bill is to be charged as of the 61st day from the date of invoice and dispatch of goods.

4. Instead of the above clauses, payment may be regulated as follows, provided that the purchaser is bound to this for at least 12 months:

Clauses 1 - 3 shall apply accordingly to the above payment schedule.

5. Changes to chosen payment schedule shall be announced three months in advance.

6. Payments shall be applied to the oldest debt which is due plus the accrued interest on arrears.

7. The timeliness of payments is determined by the date the payment is credited to the account of the seller.

10 Payment after the due date

1. For payments made after the due date interest of 9 percentage points above the base rate shall be charged in accordance with section 247 of the German Civil Code. In other respects, section 288 of the German Civil Code shall apply.

2. Until complete payment of invoice amounts that are due including default interest, the seller is not obliged to make any further deliveries in accordance with ongoing delivery contracts. The right to claim further damages remains.

3. In the event of a substantial deterioration in the financial circumstances of the purchaser, such as imminent insolvency or payment default, the seller may suspend his performance regarding all supply contracts that are based on the same legal relationship or withdraw from this delivery agreement after giving a notice period of 12 calendar days. Apart from this, section 321 of the German Civil Code shall apply. Section 119 of the German Insolvency Statute shall remain unaffected.

11 Right to off-set and to retain payments

The right to off-set and retain payments on due invoice amounts is only permitted with undisputed or legally binding claims, unless a claim for damages directly linked to the purchaser’s claim for faultless delivery is concerned.

12 Retention of title

1. The goods shall remain the property of the seller until full payment of all receivables for the delivery of goods arising from the business relationship with seller, including ancillary claims, damages as well as payment of cheques and bills of exchange. The right of retention of title shall remain even if individual claims of the seller are included in an open account and the balance is drawn and recognised.

2. If the purchaser processes, mixes or combines the goods under retention of title into a new movable good, this shall be done for the seller, without any liability to the seller. By combining, mixing or processing the goods, the purchaser does not acquire ownership of the new item according to sections 947 ff. of the German Civil Code. By combining, mixing or processing the goods under retention of title with items that do not belong to the seller, the seller acquires a joint ownership right in the new item according to the invoice value of his right of retention in proportion to the total value of the new item.

3. If a central settlement agency, which assumes the accounts receivable risk is involved in the business relationship between the seller and purchaser, the seller shall transfer ownership of the claim upon dispatch of the goods to the central settlement agency under the suspensive condition of payment of the invoice by the central settlement agency. The purchaser is only released from his payment obligation upon payment by the central settlement agency.

4. The purchaser may resell or further process the goods only under the following conditions:

1. The purchaser may sell or process the goods under retention of title in the ordinary course of business, provided that his financial situation does not subsequently significantly deteriorate.

2. The purchaser hereby assigns any claim with all ancillary rights arising from the resale of the goods under retention of title—including any open balance claims—to the seller. The seller accepts this assignment.

3. If the goods were combined, mixed or processed and the seller has acquired joint ownership in the amount of the invoiced value, then he shall be entitled to the purchase price in proportion to the value of his invoiced right to the goods.

4. If the purchaser has sold the claim to a factor, the purchaser assigns the claim against the factor which replaces the original claim to the seller and transfers the proceeds to the seller in proportion to the value of the seller´s right. The purchaser is obliged to disclose the assignment to the factor if it is more than 10 days overdue with an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment.

5. As long as the purchaser meets his payment obligations, he is authorized to collect upon the receivables which have been assigned pursuant to the retention of title clause. The right to collect upon these claims expires in case of payment default by the purchaser or in case of a significant deterioration of the financial situation of the purchaser. In this case the seller is authorized by the purchaser to inform the customers of the purchaser of the assignment and the ownership of the seller in the accounts receivable. To enable the seller to collect upon the assigned claims, the purchaser must provide the necessary information and allow verification of the information. More particularly, the purchaser must provide the seller with a detailed list of all outstanding claims which have been assigned by reason of the retention of title right with the names and addresses of the customers, the amount of each claim, invoice date, etc.

5. If the value of the existing security provided to the seller by reason of the extended retention of title claims exceeds the total amount of the seller’s claims by more than 10%, the seller must proportionally release securities at his discretion upon the purchaser's request.

6. The assigned claims may not be pledged and a security interest in the claims may not be is transferred. In the event of a seizure or an attachment, the purchaser must immediately inform the seller of the name of the creditor who has executed the attachment or seizure.

7. If, in the exercise of his retention of title, the seller demands the delivered items back, this shall not automatically be deemed a withdrawal from the contract. The seller is free to sell the returned goods subject to the retention of title by means of a private sale.

8. The purchaser shall store the goods under retention of title for the seller free of charge. He shall insure them against standard risks, such as fire, theft and water damage within the usual scope. The purchaser hereby assigns his claims for damages against insurance companies or third parties because of the realisation of the aforementioned risks in the invoiced amount of the retained goods to the seller. The seller accepts the assignment.

9. All claims and rights arising from the retention of title and all its special forms defined in these conditions shall remain in force until there is a complete release from contingent liabilities such as out of checks and bills of exchange that the seller has incurred in the interest of the purchaser. In the case of sentence 1, the purchaser may carry out the factoring of his accounts receivable. However, he must inform the seller before incurring any contingent liabilities.

13 Applicable Law

The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11/04/1980 is excluded.