General Terms and Conditions

This English version is provided for convenience. The German version is legally binding.

I. Validity of the Terms
The Seller’s deliveries, services and offers are made exclusively on the basis of these Terms and Conditions; they therefore also apply to all future business relationships, even if they are not expressly agreed again. These Terms and Conditions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations by the Buyer referring to its own terms of business or purchase are hereby rejected.

II. Conclusion of Contract
1. The Seller’s offers, including with regard to prices, are subject to change and non-binding. Declarations of acceptance and all orders require written or telex confirmation by the Seller in order to be legally effective.
2. Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.

III. Prices
1. The prices stated in the Seller’s order confirmation shall apply, plus the applicable statutory value added tax. Special, additionally agreed work going beyond the services included in the contract and contained in the purchase price, such as decoration or assembly work, will be invoiced separately.
2. Series-produced furniture is sold according to sample. Customary deviations in colour and grain in wood and other materials are reserved. Likewise, customary deviations in textiles (e.g. upholstery and decorative fabrics) are reserved with regard to minor deviations in finish compared with fabric samples, in particular in shade.

IV. Delivery
1. Delivery dates or periods, which may be agreed as binding or non-binding, must be in writing.
2. Particular delivery difficulties must be notified to the Seller; in the case of carriage-paid (free domicile) deliveries, additional expenses may be charged.
3. The Seller is entitled to make partial deliveries or render partial services at any time, unless the partial delivery or partial service is of no interest to the Buyer.
4. Compliance with the Seller’s delivery and performance obligations presupposes the timely and proper fulfilment of the Buyer’s obligations.
5. If the Buyer is in default of acceptance, the Seller is entitled to demand compensation for the damage incurred by it; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss passes to the Buyer.

V. Transfer of Risk
The risk passes to the Buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the Seller’s warehouse for the purpose of dispatch. If dispatch is delayed at the Buyer’s request, the risk passes to the Buyer upon notification of readiness for dispatch.

VI. Warranty
1. As a rule, the Buyer may initially only demand remedy of a defective performance.
2. Instead of remedying the defect, the Seller may deliver a replacement item.
3. The Buyer may, at its option, reduce the purchase price appropriately or withdraw from the contract if the remedy or subsequent performance, attempted no more than twice, fails or is not carried out within a reasonable period.
4. For business customers (entrepreneurs), the period for asserting claims for defects is one year from delivery of the goods.
5. For consumers, the period for asserting claims for defects is one year from delivery of the goods.

VII. Retention of Title
1. The goods remain the property of the Seller (goods subject to retention of title). The Buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as it is not in default. Pledging or transfer by way of security is not permitted. The Buyer hereby assigns to the Seller in full, by way of security, the claims arising from the resale or from any other legal ground in respect of the goods subject to retention of title (including all balance claims from current account). The Seller revocably authorises the Buyer to collect the claims assigned to the Seller in its own name for the Seller’s account. This collection authorisation may only be revoked if the Buyer does not properly meet its payment obligations.
2. In the event of access by third parties to the goods subject to retention of title, in particular seizures, the Buyer shall draw attention to the Seller’s ownership and notify the Seller without delay so that the Seller can enforce its ownership rights. Insofar as the third party is unable to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable for them.
3. In the event of conduct by the Buyer in breach of contract, in particular default in payment, the Seller is entitled to withdraw from the contract and demand the return of the goods subject to retention of title.
4. In the event of withdrawal or the taking back of delivered goods, the Seller is entitled to compensation for expenses, for the use granted and for loss of value.

VIII. Payment
1. If the Seller becomes aware of circumstances that call the Buyer’s creditworthiness into question, the Seller is entitled to declare the entire outstanding balance due. In this case, the Seller is also entitled to demand advance payments or the provision of security. Clause VII. 4. applies to the taking back of goods.
2. The Buyer is only entitled to set-off if the counterclaim is undisputed or has been finally established by a court. However, the Buyer is also entitled to withhold payment on account of counterclaims arising from the same contractual relationship.

IX. Limitation of Liability
In the event of a slightly negligent breach of duty, the Seller’s liability is limited to the average direct damage that is foreseeable according to the nature of the goods and typical for the contract. This also applies to slightly negligent breaches of duty by the Seller’s legal representatives or vicarious agents.

X. Applicable Law, Place of Jurisdiction, Partial Invalidity
1. These Terms and Conditions and all legal relationships between the Seller and the Buyer are governed by the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
2. If the Buyer is a merchant, a legal entity under public law or a special fund under public law, Lörrach is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3. Should a provision in these Terms and Conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Stilobjekt GmbH
Lörrach, January 2012