General Terms and Conditions

TERMS OF DELIVERY AND PAYMENT aunts & uncles GmbH & Co.KG

§ 1 Area of validity

1. These terms and conditions of sales exclusively apply to entrepreneurs, legal entities under public law or special funds under public law referred to in § 310 paragraph 1 BGB (German Civil Code). Opposing conditions of the Customer deviating from our terms and conditions of sales shall only be recognized if explicitly agreed by us in writing.

2. These terms and conditions of sales shall also apply for all future business transactions with the Customer insofar as a legal transaction of similar nature is concerned.

3. Contractual additions, amendments or verbal agreements require our written confirmation in order to be effective.

§ 2 Quotations, prices

1. A binding contract as a result of an order placed by the Customer only acquires legal validity when we acknowledge the order within 2 weeks or when we fulfil the order by dispatching the products.

2. The prices shall be valid for four months from the day this agreement is concluded. When a delivery period of more than four months has been agreed on, we shall be entitled in the meantime to pass on the costs increases for acquisition, manufacture, delivery etc. including any increases due to amendments of law (e.g. increase of VAT) to the Customer by means of price increases in the corresponding scope.

3. The goods shall be dispatched to the Customer. With small-volume orders (value of goods below 150.00 Euros) we charge a small-volume fee of 10.00 Euros. The freight costs depend on our respective valid price list.

§ 3 Delivery

1. In case delivery periods are expressed in days, working days shall be meant. Partial deliveries shall be permitted to a suitable and reasonable extent. 2. In the event that there is a delay in obtaining goods from our supplier that is beyond our control, even though we have ordered in time and sufficiently to cover deliveries, then we shall not be liable for the delivery delay.

In case a delivery of our supplier, with whom we ordered in time and sufficiently to cover deliveries, is not realized even three months later than the supplier was obliged contractually to deliver, the Customer as well as we shall be entitled to withdraw from the contract.

3. With operational disturbances affecting the supply and/or transport of the delivery item verifiably, the delivery periods agreed shall prolong for a corresponding period. Operational disturbances shall be all unforeseeable exceptional impediments, which we have been unable to avert despite having exercised the standard of diligence required under the circumstances - regardless if they occur with us or our suppliers - and especially in cases of official interventions, industrial action, general raw material or energy shortages, war, riot, terrorist attacks, major fire, water and machine damage.

4. If the above-mentioned operational disturbances render delivery impossible, we shall be released from the delivery obligation, and the Customer shall not be entitled to demand compensation for damage. Both parties are obliged to inform the other party immediately about operational disturbances as described above.

§ 4 Dispatch and transfer of risk

1. The dispatch shall be made for the account and risk of aunts&uncles GmbH & Co.KG

2. The risk shall be transferred to the Customer with hand-over of the goods to the forwarder.

3. If not otherwise stipulated, the mode of dispatch shall be at our sole discretion.

4. In the event of default of payment we shall be entitled to dispatch subsequent deliveries at the expense of the Customer, also against cash on deliveries.

5. We shall be entitled but not obliged to insure deliveries on the Customer’s behalf and for the Customer’s account.

§ 5 Payment

1. With payment of invoice within 10 days after date of invoice the Customer shall be entitled to deduct a discount amounting to 2%. In case the Customer granted us a bank collection authorisation we will deduct 4% discount.

Otherwise payments shall be effected within 30 days after date of invoice without deduction. Bills of exchange, cheques and other instruments shall be accepted only by prior agreement, and for processing only. The Customer shall bear all of the costs incurred hereby.

2. In the event that the Customer is in default with his payments, we are entitled to charge default interest amounting to 8% above the relevant base interest rate of the European Central Bank, subject to the assertion of other rights.

3. The Customer shall not be entitled to a right of retention unless this right is based on the same contractual relationship.

4. A set-off of claims may only be declared against undisputed claims or claims which have been validated by due legal process.

5. Should the Customer delay payment on this or any other business transaction, or should we have knowledge of circumstances that lead us to believe the creditworthiness of the Customer is in question, then we shall be entitled to demand immediate payment of this and all other invoices outstanding, and, as a precaution, to demand the surrender of goods delivered by us. If a significant risk arises, after the contract has been signed, in respect of payments to which we are entitled, we shall be entitled to require payment in advance or securities within a reasonable period and refuse our performance until our demand has been fulfilled. In the event that the Customer refuses to perform as demanded or the period expires with no result, we shall be entitled to withdraw from the contract or demand compensation for damage due to non-compliance.

6. Payments will be accounted to the oldest respective account receivable even if the payment is made for particularly stipulated goods.

§ 6 Warranty and liability

1. The Customer shall only be entitled to assert claims for damage in case he has properly fulfilled his obligations of examination and notification of defects according to § 377 HGB (German Code of Commercial Law).

2. In case we deliver goods that have already been defective before the transfer of risk, despite exercising all due care, we shall have the option of either replacing (supplementary performance) or taking remedial action, provided the defect has been reported in a timely manner. In all cases we shall be granted the opportunity for rectification of defects within an appropriate period. In case the rectification of defects is impossible or is rejected seriously and finally, or in case it failed within a reasonable period of time or in case further rectifications of defects are not reasonable after the first rectification failed, the Customer shall be entitled to - without prejudice to any claim of damages - rescind the contract or reduce the remuneration. The warranty shall not extend to any parts that are subject to normal wear and tear.

In the event of warranty the Customer shall send back the defective parts to our registered office.

3. Claims for damages, in particular with regard to claims, which have not been caused to the goods themselves, shall be excluded.

This exclusion of liability shall not apply in case of intent or gross negligence on our part or vicarious agents, and in the case of culpable violation of cardinal contractual obligations. With culpable violation of cardinal contractual obligations – excluding cases of intent or gross negligence by us – as well as gross negligence of our vicarious agents, our liability shall be limited to reasonably foreseeable damage that is typical of the contract.

4. Minor deviations from the descriptions of the product delivered or of samples in colour, form, quality customary in the trade and technically unavoidable shall not be deemed as a defect. If the notification of defects proves to be unfounded, the Customer shall bear any costs incurred by us.

5. The warranty shall expire should the Customer or any third party undertake changes or repairs at our products without our written approval and, furthermore, if the Customer does not immediately implement suitable measures that we shall be in the position to remedy these defects towards reduction and limitation of damage.

§ 7 Reservation of title

1. We reserve the ownership to delivered goods up to the complete payment of all unsatisfied claims under the contract. This also applies to all future deliveries, even if we do not constantly and expressly refer to this fact. We shall be entitled to take back the delivery item if the Customer acts in violation of the contract.

2. The Customer shall be obliged, as long as the property yet has not gone over on him, to treat the delivery item with care. Prior to the transfer of ownership, the Customer shall promptly notify us in writing if the goods supplied are attached or subject to another type of seizure by a third party. In case the third party is incapable of reimbursing our judicial and extrajudicial costs for an action as per §771 ZPO (German Code of Civil Procedure), the Customer shall be liable for any expenses defrayed by our company.

3. In case there is an application to begin insolvency proceedings over the assets of the Customer the Customer has to inform us immediately and advise the (temporary) insolvency administrator of our reservation of ownership of the delivered goods.

§ 8 Resale of products

1. The Customer shall be entitled to resell the goods provided by us to consumers (end users).

2. The Customer shall not be entitled to resell goods provided by us to third parties.

3. The Customer shall only be entitled to resell the goods provided by us via Internet shops – even the own one – or other Internet platforms after we have given our express written approval. The Customer shall however be entitled to present the goods on his Internet site as long as no direct purchase opportunity is possible via internet.

§ 9 Place of fulfilment, applicable law, place of jurisdiction, severability clause

1. The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is Neukirchen-Vluyn.

2. This contract and all legal relations subsisting between the parties are subject to the law of the Federal Republic of Germany, to the exclusion of UN purchase law (CISG).

3. Should individual provisions of this contract be or become ineffective or in case the contract is incomplete, the effectiveness of the remaining provisions shall not be affected. The parties undertake to agree to replace the ineffective provision or fill the loophole contained within it by agreeing on a legally permissible regulation which comes closest to the commercial purpose of the invalid provision.

§ 10 Data storage

The Customer is aware of the fact that his data is stored and processed in relation of this business relationship.