General terms and conditions for commercial customers

§ 1 General - Scope

1. Definitions Entrepreneurs within the meaning of the terms and conditions are natural or legal persons or partnerships with legal capacity, with whom business relationships are entered into, who act in the exercise of a commercial or self-employed professional activity when concluding a legal transaction. Customers within the meaning of the terms and conditions are exclusively entrepreneurs. The user within the meaning of the terms and conditions is Wellcomet GmbH, Am Mantel 4 A, 76646 Bruchsal.
2. The terms and conditions apply to all current and future business relationships between users and customers in their current version. They apply to all information provided in connection with this in brochures, price lists, advertisements, etc. This applies regardless of whether the information was given orally, in writing, by fax or via the Internet.
3. Deviating, conflicting or supplementary general terms and conditions, even if they are known, are not part of the contract unless the user expressly agrees to their validity in writing.
4. The user is entitled to change these general terms and conditions at any time with effect for the future.

§ 2 Conclusion of contract
1. Offers by the user are non-binding unless otherwise agreed in writing. Technical changes as well as changes in shape, color and / or weight are reserved within reasonable limits.
2. By ordering a product, the customer makes a binding declaration that they want to purchase the ordered product. The user is entitled to accept the contract offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivering the goods to the customer.
3. The contract is concluded subject to the correct and timely self-delivery by the user's suppliers. This only applies in the event that non-delivery is not the responsibility of the user. The customer will be informed immediately about the non-availability of the service. Any consideration will be refunded immediately.
4. Changes to a concluded contract must be made in writing. This written form clause can only be revoked in writing.
5. § 454 BGB and § 455 BGB do not apply.

§ 3 Retention of title
1. The user retains ownership of the goods until all claims from an ongoing business relationship have been settled in full.
2. The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense. The customer also undertakes to notify the user of any change of residence or place of business.
3. If the value of the security existing for the user exceeds his claims by a total of more than 20%, this is at the customer's request in the amount of the excess value for the release of security up to a limit of 120% of the outstanding claims of the customer's choice obligated.
4. The customer undertakes to notify the user immediately of third-party access to the goods subject to retention of title, for example in the event of a seizure, as well as any damage or destruction of the goods.
5. The user is entitled to withdraw from the contract and to demand the return of the goods if the customer breaches the contract, in particular if he is in arrears with payment or if he violates an obligation according to Section 4 of this provision.
6. The customer is entitled to resell the goods in the ordinary course of business. He already assigns to the user all claims in the amount of the invoice that accrue to him through the resale to a third party. The user accepts the assignment. After the assignment, the entrepreneur is authorized to collect the claim. The user reserves the right to collect the claim himself as soon as the entrepreneur does not properly meet his payment obligations and defaults on payment. If the entrepreneur is in arrears with one or more payments, in whole or in part, if he stops making payments or if insolvency proceedings have been opened against his assets, he is no longer entitled to dispose of the reserved goods. The user is then entitled to withdraw from the contract, to take back the reserved goods or to revoke the authorization granted to the customer to collect the claims from resale and to request information about the recipients of the reserved goods and to notify them of the assignment of the corresponding claim as well as the claims to move in himself. The user is entitled to freely sell any returned reserved goods to the best of his or her discretion. In the case of further processing, the user remains the manufacturer within the meaning of § 950 BGB.
7. Neither the assertion of the retention of title nor the pledging of the delivery item by the user are considered withdrawal from the contract.

§ 4 Remuneration

1.The offered purchase price is binding. Sales tax is included in the purchase price for consumers. Otherwise, the stated product (net) price does not include any shipping or insurance costs, expenses or taxes; these costs are calculated separately. The costs incurred in the event of a possible future change in the law will be borne exclusively by the buyer.
2. The user reserves the right to adjust prices accordingly in the event of changes in exchange rates, customs duties, taxes, freight and insurance costs or acquisition costs with effect for future transactions.
3. In the case of contracts with companies, the user is entitled to change the prices even after the conclusion of the contract if the cost factors relevant to pricing have demonstrably changed or the user's supplier has demonstrably increased the prices.
4. Unless otherwise agreed, the prices according to the user's valid price list on the day of delivery (list price) apply.
5. The purchase contract obliges the customer to pay the agreed purchase price to the user and to accept the purchased item. If the customer refuses acceptance before delivery for a reason for which the user is not responsible or if he withdraws from the contract before delivery without justification, he shall be entitled to 25% of the agreed gross purchase price as compensation for costs incurred and if the user does not insist on fulfillment of the contract to pay for lost profits unless the customer can prove that the user did not incur any damage or that the damage was significantly lower than the lump sum. The user reserves the right to demand compensation for the damage actually incurred instead of fulfillment of the contract or the lump sum.

§ 5 Terms of Payment
1. Unless otherwise agreed, the purchase price and other remuneration, prices for ancillary services and expenses incurred are due for payment when the object of purchase is handed over.
2. The customer can pay the purchase price by cash on delivery or direct debit. The user is not obliged to accept checks and bills of exchange. If these are accepted, this only counts as performance on account of performance. A discount deduction by the customer is only permitted if the user has received the payment in full and on time.
3. The user reserves the right, in the event of the customer's default in payment, to withhold deliveries and/or services until any outstanding claims have been paid in full, to demand default interest and compensation for further damage incurred by the user as a result of the default.
4. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
5. The customer is not entitled to offset counterclaims against the user unless the counterclaims are undisputed or have been legally established.
6. If the customer deceived the user about his creditworthiness when placing the order or if this was missing, and if this circumstance was not recognizable to the user, the user can withdraw from the contract without a grace period. If such circumstances occur after the order has been placed, the user is only obliged to provide further services in return for a reasonable down payment. The user is entitled to withdraw from the contract in relation to entrepreneurs.
7. During the delay, the consumer has to pay interest on the debt at an interest rate of 5 percentage points above the current base rate. During the delay, the entrepreneur has to pay interest on the debt at 8 percentage points above the base interest rate.

§ 6 Delivery
1. Delivery times are only approximate. Agreed delivery periods only begin to run when the customer has fulfilled any obligations to cooperate.
2. The user is entitled to partial delivery. The place to which delivery is to be made is indicated in the order confirmation. The goods are delivered in packaging that is customary in the trade and suitable for normal shipping. In the event of default of acceptance, the customer shall bear all associated costs, in particular storage and working time costs.
3. Unless otherwise agreed, the user reserves the right to choose the transport route and means. All deliveries are always made ex warehouse and at the customer's expense and risk. The customer also bears the transport risk if, exceptionally, the shipping costs are borne by the user.

§ 7 Warranty

1. If the customer is an entrepreneur, the user can choose between repairs or a replacement delivery within a reasonable period of time due to defects in the goods. All items and products that are listed separately in an invoice/order confirmation with a unit price are considered independent items to which any warranty rights apply separately.
2. If the supplementary performance fails, the customer can demand a reduction in payment or cancellation of the contract, at his own discretion. In the case of only a minor breach of contract, in particular in the case of only minor defects, the customer is not entitled to withdraw from the contract.
3. The customer must notify the user of obvious defects in writing immediately, but no later than within a period of two weeks from receipt of the goods; Otherwise the assertion of warranty claims is excluded. Deadline is sufficient for the timely dispatch. The entrepreneur bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the notice of defects.
4. In the case of complaints which, after examination, do not reveal a defect for which the user is responsible, or those which are based on operating errors or improper treatment by the customer, the customer is obliged to pay all costs incurred by the user as a result of the examination of the alleged defects , to refund.
5. If the customer wants to withdraw from the contract due to a defect in title or quality after subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect. If the customer wants compensation for damages after subsequent performance has failed, the goods remain with the customer if this is reasonable for him. Compensation for damages is limited to the difference between the purchase price and the value of the defective item. This does not apply if the user has caused the breach of contract fraudulently.
6. The warranty period is one year from delivery of the goods. If the delivery items are used goods and if they are expressly sold as used items, the warranty is excluded. The user is not liable for signs of wear and tear that are typically to be expected, or other malfunctions or limitations in usability that are to be expected due to age. A claim for subsequent delivery is excluded.
7. If the customer is an entrepreneur, only the manufacturer's product description is deemed to be agreed as the quality of the goods. Public statements, promotions, product and visual samples or advertising by the manufacturer do not represent any contractual information about the quality of the goods.
8. The customer does not receive guarantees in the legal sense from the user. Manufacturer guarantees remain unaffected.

§ 8 Limitations of Liability

1.1 In the event of slight negligence, the user is only liable in the event of a breach of essential contractual obligations (cardinal obligations) and in the event of personal injury and in accordance with the Product Liability Act. Otherwise, the pre-contractual, contractual and non-contractual liability of the user is limited to intent and gross negligence, whereby the limitation of liability also applies in the event of the fault of a vicarious agent or legal representative of the user.
1.2 Insofar as essential contractual obligations are not violated through gross negligence or willful misconduct, the liability of the user for damage incurred (including indirect damage) is limited to the typical, foreseeable average damage at the time the contract was concluded and the amount to the order value per case of damage and series of related damage . All further rights and claims, regardless of the legal basis, are excluded, in particular compensation for indirect damage such as lost profit.
1.3 Liability is excluded insofar as the damage that has occurred could have been prevented by the customer taking reasonable damage-reducing measures.
2. The above limitations of liability do not apply to customer claims arising from product liability. Furthermore, the limitations of liability do not apply to bodily injury or damage to health attributable to the user or to the loss of life of the customer.
3. Customer claims for damages due to a defect expire after one year from delivery of the goods. This does not apply if the user is proven to be malicious.

§ 9 Final Provisions

1. The law of the Federal Republic of Germany applies. The provisions of the UN sales law and other international law do not apply.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the place of business of the user. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or habitual abode is not known at the time the action is filed. The user reserves the right to sue at the customer's headquarters. The place of performance is the registered office of the user in Karlsruhe. 3. Customer data is subject to electronic data processing as part of order processing. When using personal data, the user will observe the provisions of the Federal Data Protection Act.
4. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.

Am Mantel 4 A, 76646 Bruchsal, Germany