of Positive Body GmbH (hereinafter referred to as "Seller"), Frankfurter Ring 247 / RGB, 80807 Munich, Germany, represented by the Managing Director Dirk Nienaber, Munich Local Court HRB 126274, fax: +49 89 452058811, e-mail: info@it-peace.de; VAT identification number: DE204775055.

I. Conclusion of contract, content of contract

1. These General Terms and Conditions apply to all transactions with buyers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code).

2. The offers, deliveries and services of the seller are subject exclusively to these General Terms and Conditions. The buyer's general terms and conditions shall not become part of the contract, even if we do not expressly object to them again. 

3. Offers made by the seller are subject to change.

4. Contracts are concluded by the buyer's confirmation in text form.

5. Illustrations and samples as well as descriptions of the products in offers, sample books, price lists and other documents are only approximate; they do not constitute a guarantee of the quality of the goods unless the guarantee is given expressly and in writing. 

6. The Seller reserves the property rights and copyrights to illustrations, product samples, sample books, sketches, drawings and similar objects. The Buyer may only use these items and the Seller's intellectual property contained therein within the scope of the business relationship, he may not make them accessible to third parties without the Seller's prior consent and he must return them to the Seller immediately upon request. 

7. The buyer is obliged to obtain the seller's prior written consent when advertising the seller's goods using the trademarks. If the buyer uses a graphic representation of the Positive Body GmbH trademarks in advertising, he must obtain the seller's approval in text form.

II. credit insurance / factoring / prepayment

The seller works with a credit insurance/factoring company that provides credit insurance for the buyer and/or purchases receivables from the seller.

a) The Seller shall not confirm the Buyer's orders on the payment terms otherwise customary or offered when the order is placed if the credit insurance/factoring company does not insure or only partially insures or purchases receivables from the Buyer. The seller shall inform the buyer immediately after verification. In the event of non-insurance or only partial insurance or non-purchase or only partial purchase by the credit insurance/factoring company, the Buyer agrees at the time of ordering that the Seller will require the Buyer to pay the full purchase price in advance as follows: 30% of the purchase price within 30 days of order confirmation; 70% seven (7) days before the date of shipment notified by the Seller.

b) Should the Seller learn between conclusion of the contract and delivery of the goods that the credit insurance/factoring company does not insure or only partially insures or purchases receivables from the Customer, the Seller shall be entitled to demand advance payment as follows due to the resulting risk to the receivables: 30% of the purchase price immediately, but not before 30 days from order confirmation; 70% seven (7) days before the shipping date notified by the Seller.

III. prices, payments

1. The seller's prices are net prices plus VAT at the statutory rate.

2. EU and Switzerland: Prices are free domicile.

3. Third countries: Prices are ex warehouse Munich. For deliveries to third countries, the customer shall bear the transportation costs and all customs duties and border taxes.

4. The seller's invoices are payable as follows, calculated from the invoice date: 10 days with 4% discount / 30 days net.

5. If, in the case of items II a) and II b), the Buyer fails to make the advance payment by the specified dates, the Seller shall be entitled to withdraw from the contract without further ado and to claim damages for non-performance. Any initial payment on account made by the Buyer in the amount of 30% shall not be refunded by the Seller, but shall be offset against the claim for damages as a lump-sum minimum compensation.

6. If the buyer is more than 30 days in arrears with a payment obligation in whole or in part, all claims arising from the business relationship shall become due immediately.

IV. Delivery dates

1. The seller's delivery rhythms are as follows: for the winter season in the period from July to September and for the summer season in the period from January to March.

2. The buyer's request for a binding delivery date shall only become part of the contract if the seller confirms the delivery date in text form.

3. Unforeseen events for which the Seller is not responsible (e.g. bottlenecks in (raw) materials, delays in the delivery of (raw) materials, delays in delivery by upstream suppliers, import difficulties, operational and traffic disruptions, force majeure) shall extend the delivery time appropriately. If the Seller is unable to perform even after a reasonable extension, both the Buyer and the Seller shall be entitled to withdraw from the contract. Claims for damages by the buyer are excluded in this case.

4. If the seller cannot meet a binding delivery date for reasons for which the seller is responsible, the buyer must grant a subsequent delivery period of at least 10 days before he can withdraw from the contract and/or claim damages.

5. The seller is entitled to make partial deliveries.

V. Dispatch and transfer of risk

The risk shall pass to the Buyer as soon as the goods are accepted by a forwarding agent or carrier at the Seller's premises or distribution center. This shall also apply if the seller assumes further services, such as carriage paid shipment, delivery or similar.

VI. retention of title

1. Delivered goods remain the property of the seller until all payment claims arising from the entire business relationship have been met in full (reserved goods).

2. The buyer is not permitted to pledge or assign the reserved goods as security.

3. The buyer assigns to the seller in advance all claims resulting from the resale of the goods subject to retention of title, as well as any claims for compensation in respect of the goods subject to retention of title.

4. The Buyer is only entitled to resell the reserved goods under the following conditions: (a) the reserved goods may only be sold in the ordinary course of business and at normal market prices; (b) the reserved goods may only be sold subject to retention of title; (c) the Buyer may not be in arrears with its payment obligations to the Seller.

5. The Buyer shall accept payments from the Buyer's customers for the reserved goods for the Seller's account and use them primarily to settle the Seller's due claims.

6. The buyer must avert seizures, confiscations or other access by third parties to the reserved goods as far as possible and inform the seller immediately.

7. In the event of conduct in breach of duty and jeopardizing the Seller's security interest, in particular in the event of default in payment and disregard of the conditions set out in the above paragraphs, the Buyer shall automatically lose any right to dispose of the reserved goods and the Seller shall be entitled to demand the immediate surrender of the reserved goods at the Buyer's expense even without withdrawing from the contract or to remove the goods from the Buyer's business premises and/or warehouse during normal business hours.

8. If the value of the Seller's securities pursuant to this Section VI exceeds the amount of the secured claims by more than twenty (20) percent, the Seller shall, at the Buyer's written request, release securities to a corresponding extent at the Seller's discretion.

VII Warranty; Liability

1. The buyer loses the right to invoke a defect if he does not inspect the delivered goods immediately after delivery with due care and does not immediately, at the latest within two weeks of delivery, give written notice of any defect that he has discovered or should have discovered. An effective complaint requires that the defect is precisely described.

2. The buyer has the statutory rights with regard to subsequent performance, withdrawal and reduction. 

3. A limitation period of one (1) year shall apply to claims for defects, which shall commence upon delivery of the item to the Buyer.

4. The Seller shall be liable without limitation insofar as the damage suffered by the Buyer is based on an intentional or grossly negligent breach of duty by the Seller or a legal representative or vicarious agent of the Seller.

5. The Seller shall also be liable for the slightly negligent breach of material obligations, the breach of which jeopardizes the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Buyer regularly relies. In this case, however, the seller is only liable for the foreseeable damage typical for the contract. The Seller shall not be liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.

6. The limitations of liability in paragraphs 5 and 6 shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

7. Insofar as the Seller's liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents of the Seller.

8. The Seller shall not be liable for the fact that the delivered goods infringe third-party property rights of which the Seller was unaware at the time of delivery, unless the lack of knowledge is due to gross negligence.

VIII Choice of law, place of performance, place of jurisdiction

1. The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. The place of performance for all contractual claims is Munich.

3. The place of jurisdiction is Munich. However, we are also entitled to bring an action against the customer at the customer's registered office.