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Sindelfingen, 01.05.2020

General Terms of Delivery and Payment B2B
the bLIFESTYLE GmbH

Our contracts are concluded exclusively on the basis of our General Terms of Delivery and Payment B2B in the version valid at the time of the order. These General Terms and Conditions of Delivery and Payment shall only apply to companies in the exercise of their commercial or independent professional activity. Deviating or additional conditions of the buyer shall not become part of the contract unless we have agreed to their validity in writing.

§ 1 Conclusion of contract for orders in the online dealer portal, storage of the contract text, contract language

The customer can choose between an IMMEDIATE program and a BEFORE ORDER in the online dealer portal.
Conclusion of contract for the IMMEDIATE program:
When ordering via our online shop "Dealer Portal" in the IMMEDIATE program, the buyer can select the goods and place them in his "shopping cart". An order is bindingly triggered by the buyer when the electronic control panel (button) "Send order" is clicked by the buyer in the "Shopping cart" area at the end of the ordering process. Before clicking on the "Send Order" button, the previously entered data and the contents of the shopping cart can be changed at any time or the ordering process can be cancelled by leaving the online shop.
A contract is only concluded when we accept the order by a declaration of acceptance (order confirmation) or by sending the respective goods. After placing his order, the buyer receives a confirmation of receipt of his order.
Conclusion of the contract with a VOR-ORDER:
When ordering via our online shop "Händlerportal" as a VOR-ORDER, the buyer can select the goods and place them in his "shopping cart". An order is bindingly triggered on the part of the buyer when the electronic control panel (button) "Send order" is clicked by the buyer in the "Shopping cart" area at the end of the ordering process. Before clicking on the "Send Order" button, the previously entered data and the contents of the shopping cart can be changed at any time or the ordering process can be cancelled by leaving the online shop.
A contract is only concluded when we accept the order by a declaration of acceptance (order confirmation) or by sending the respective goods. After placing his order, the buyer receives a confirmation of receipt of his order. This is not a binding acceptance of the offer, but merely serves as information that the order has been received, unless, in addition to the confirmation of receipt, the acceptance is declared at the same time.
In case of subsequent withdrawal from a binding BEFORE ORDER, the buyer is obliged to pay 30% of the order as a discount.
The text of the contract will be saved by us after placing an order (IMMEDIATE program and BEFORE-ORDER). However, it is not accessible to the buyer.
The contract language is German.

§ 2 Product details

We reserve the right to make changes to the goods, as long as the changes are not substantial and reasonable for the buyer. This applies in particular to minor technical model changes and colour deviations.

§ 3 Delivery time

The delivery period shall be deemed to have been fulfilled when the goods are handed over for dispatch.
In the event of a delay in delivery, the buyer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period which he has set for us after the delay in delivery has occurred.

§ 4 Dispatch / special services

The choice of the delivery route and the mode of dispatch is our responsibility.

§ 5 Transfer of risk

The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer as soon as the goods are handed over to the person carrying out the transport or leave our warehouse for the purpose of shipment. In case of collection by the buyer, the risk shall pass to the buyer upon notification of readiness for collection. Sentences 1 and 2 shall also apply if the delivery is made in parts or if we have assumed further services, such as the transport costs.

§ 6 Retention of title

(1) Delivered goods shall remain our property until the purchase price and all claims to which we are entitled from the business relationship with the purchaser have been paid in full. The drawing of a balance and acknowledgement of the balance shall not affect the reservation of title. The buyer is obliged to treat the goods subject to retention of title with care and to store them in our original cartons for possible complaints.
(2) The buyer may sell the goods within the scope of proper business operations. Otherwise, any pledging or assignment of these goods as security in favour of third parties without our prior written consent is not permitted. In the event of seizure or other interventions by third parties, the Buyer must notify us immediately by post and in writing and provide us with all necessary information, inform the third party of our ownership rights and cooperate in our measures to protect the goods subject to retention of title. 
(3) The purchaser hereby assigns to us the claims arising from the resale of the goods with all ancillary rights. We accept this assignment already now. If an assignment is not permitted, the purchaser hereby instructs the third-party debtor to make any payments only to us. The buyer is revocably authorised to collect the claims assigned to us in trust for us in his own name. The collected amounts are to be transferred to us immediately. We may revoke the buyer's collection authorization as well as his authorization to resell for good cause, in particular if the buyer does not properly meet his payment obligations to us. In the event of a global assignment by the buyer, the claims assigned to us must be expressly excluded.
(4) At the request of the buyer, we are obliged to release the securities to which the buyer is entitled insofar as the realisable value of the securities, taking into account the customary bank valuation discounts, exceeds our claims from the business relationship with the buyer by more than 10%. The valuation shall be based on the invoice value of the goods subject to retention of title and on the nominal value in the case of claims. The selection of the items to be released is incumbent on us in detail.
(5) In the case of deliveries to other legal systems in which this retention of title provision does not have the same security effect as in the Federal Republic of Germany, the purchaser hereby grants us a corresponding security interest. If further measures are required for this purpose, the Buyer shall do everything to grant us such a security interest without delay. The Buyer shall cooperate in all measures which are necessary and beneficial for the effectiveness and enforceability of such security interests.

§ 7 Claims for defects

(1) The purchaser's rights in respect of defects require that he inspects the delivered goods on delivery and has notified us in writing with pictures of any obvious defects without delay, at the latest two weeks after delivery of the goods. Hidden defects must be reported to us in writing immediately after their discovery. The buyer must describe the defects in writing when notifying us.  
(2) In the event of defects in the goods, we shall be entitled, at our discretion, to supplementary performance by remedying the defect (repair) or by delivering goods free of defects. Replaced goods become our property and must be returned to us. Further legal claims of the buyer remain unaffected. 
(3) Natural traces of use such as sole wear, holes in the leather or Velcro defects due to normal wear and tear are not covered by our liability for defects.
(4) Unless otherwise provided for in the above provisions, the purchaser shall be entitled to the statutory claims for defects for goods purchased from us.

§ 8 Liability

(1) We shall have unlimited liability for damages resulting from the breach of a guarantee or from injury to life, body or health. The same applies to intent and gross negligence or insofar as we have assumed a procurement risk. We shall only be liable for slight negligence if essential obligations are violated which result from the nature of the contract and which are of particular importance for achieving the purpose of the contract. In the event of breach of such obligations, delay and impossibility, our liability shall be limited to such damages which are typically to be expected within the scope of this contract. A mandatory legal liability for product defects remains unaffected.
(2) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

§ 9 Product liability

(1) The buyer will not modify the goods, in particular he will not modify or remove existing warnings about dangers in case of improper use of the goods. In the event of a breach of this obligation, the purchaser shall indemnify us internally against product liability claims of third parties, unless the purchaser is not responsible for the modification of the goods. 
(2) If we are prompted to recall or warn about a product defect in the goods, the Buyer shall cooperate to the best of its ability in the measures which we consider necessary and appropriate and shall support us in this, in particular in determining the necessary customer data. The buyer is obliged to bear the costs of the product recall or warning, unless he is not responsible for the product defect according to product liability law principles. Further claims on our part remain unaffected.
(3) The purchaser shall inform us immediately in writing of any risks he becomes aware of in the use of the goods and of any product defects.

§ 10 Force majeure

(1) If we are prevented by force majeure from fulfilling our contractual obligations, in particular from delivering the goods, we shall be released from the obligation to perform for the duration of the hindrance as well as a reasonable start-up period without being obliged to pay the purchaser any compensation. The same shall apply if the fulfilment of our obligations is made unreasonably difficult or temporarily impossible for us due to unforeseeable circumstances for which we are not responsible, in particular due to a lack of energy, delivery hindrances at a supplier or significant operational disturbances. This shall also apply if these circumstances occur at a sub-supplier. As far as we are released from the obligation to deliver, we will grant back any advance payments made by the buyer. 
(2) We shall be entitled to withdraw from the contract after expiry of a reasonable period of time if such an obstacle lasts for more than four months and we are no longer interested in the fulfilment of the contract as a result of the obstacle. At the Buyer's request, we shall declare after expiry of the period whether we will exercise our right of withdrawal or deliver the goods within a reasonable period.

§ 11 Prices and terms of payment, offsetting and right of retention

(1) In the absence of a special agreement, the prices are ex works and do not include shipping, packaging costs, costs for additional services such as storage of the goods, insurance, statutory taxes, customs duties or other charges. The costs incurred in this respect, in particular the costs of packaging and transport of the goods, will be invoiced separately. The statutory value added tax will be shown separately in the invoice at the statutory rate applicable on the date of invoicing.
(2) The date of payment shall be deemed the date on which we can dispose of the purchase price.
(3) The due date of the purchase price shall not be affected by the assertion of claims for defects, product liability or other claims. The purchaser can only assert a right of retention if his counterclaim is based on the same contractual relationship.

§ 12 Default of payment

In the event of a delay in payment, interest on arrears at a rate of 9 percentage points above the respective base rate p.a. shall be deemed agreed. Further claims on our part remain unaffected.

§ Article 13 Final provisions

(1) The business relationship between us and the purchaser is subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of performance is our registered office.
(3) The exclusive place of jurisdiction is agreed to be the court which is competent for our registered office in each case, provided that the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a public special fund. 
(4) Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid or unenforceable in whole or in part, or should there be a loophole in these General Terms and Conditions of Delivery and Payment, the validity of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the valid or enforceable provision shall be deemed to have been agreed upon which comes closest to the purpose of the invalid or unenforceable provision. In the event of an omission, that provision shall be deemed agreed which corresponds to what would have been agreed in accordance with the purpose of these General Terms and Conditions of Delivery and Payment if the parties had considered the matter from the outset.