§ 1 General Terms

The general payment and delivery terms are applied to all present and future offers, sellings and deliveries of the company EWS “Die Schuhfabrik” e. K.
Any aberrant and opposite conditions of the buyer should be confirmed in a written form. The payment and delivery terms of the seller should also be applied, even if the purchaser’s opposite conditions are known, and the delivery is executed without qualification.

§ 2 Placing an Order

Basically an order should be placed in a written form (also by fax, e-mail). If an order is placed verbally, transferring and/ or other mistakes go at the expenses of the buyer. Is a written confirmation of order available, the size of order and the content results in it. The order written out or verbally transferred by the buyer is a binding offer. It is the seller’s right to accept this offer within two weeks by sending a confirmation of order or by sending the ordered products to the buyer within this period.

§ 3 Delivery Terms

Delivery dates and periods are only binding, if they are confirmed in a written form by the company EWS “Die Schuhfabrik” e. K. They are only applied to a self-delivery which is in a due time and will be correctly executed. Delivery periods begin with the date of confirmation, as far as no other periods are arranged.

Acts of force majeure and administrational measurements authorise the seller as well as the buyer to prolong the delivery and acceptance of order period to the duration of interference, but to the duration of three weeks at the maximum, under exclusion of compensation claims. After this period is expired the buyer as well as the seller are authorised to cancel the contract. This is also the same for work conflicts, such as strikes and lockouts.

In all other cases after expiration of the arranged delivery dates or periods a second delivery period of 30 calendar days will be fixed without notification. After the expiration of the second delivery period the cancellation from the contract terms under exclusion of compensation claims is applied to be executed, if the buyer will not demand fulfilment of the contract terms within 15 days before the second delivery period has expired. The seller will ask the buyer that if he does not notify the seller immediately before the expiration of the second delivery period or with the date of the expiration, if the buyer still demands fulfilment of the contract terms.

If the buyer wants to claim compensation because of non-fulfilment, he has to fix a second delivery period of 30 days together with the threat of cancellation that he denies the fulfilment of the contract terms after expiration of the second period. The second delivery period begins after expiration of the normally-arranged delivery dates or periods at the earliest and will be calculated from the day on which the buyer has sent a written notification to the seller by registered mail. This instruction is also applied for the case when the buyer demands fulfilment according to paragraph 3 sentence 2.

The liability of compensation of the seller because of delay or non-fulfilment of delivery is limited; in cases of slight fault to an amount of 8 % of the product value of those products in delay. Further claims of compensation require the seller’s verification that the cause of delay or of non-fulfilment bases on a deliberate act or on gross fault. When the seller indicates delay in accepting the products or violates any other liabilities of participation, it is the seller’s right to demand substitution of the developing claims, including additional expenses. Furthermore in this case the risk of hazardous loss or impairment are transferred to the buyer at the moment, he gets into non-accepting difficulties.

Furthermore the arranged delivery dates or periods are prolonged, if the buyer does not execute necessary participating negotiations or if he does not fulfil contractual responsibilities, especially in delay of payment caused by his part referring to former contracts, or if he does not keep to arranged terms of payment.

Partial deliveries are acceptable. “Fixgeschäfte” (fixed business affaires) are not possible.

The delivery will take place “ex factory” according to the invoice and to the risk of the buyer at the most favourable dispatch type sequence (cargo, post, or carrier).
A transport insurance will be placed on demand of the buyer. Whereas, the buyer bears the additional expenses.

The buyer bears the additional expenses for special transport customs like delivery by express carrier or by express.

Orders which do not achieve an amount of 20 pairs will be delivered “ex works”.

§ 4 Reservation of property

The deliveries of the seller can take place under reservation of property. The property of delivered products under reservation as well as prolonged reservation of property will be transferred to the buyer until all claims of the seller towards the buyer from the business connection, including future claims from parallel or later signed contracts are paid. This is to be applied as well, if single or all claims of the seller are listed at the current invoice and the balance is striked and accepted.

A processing or alteration of delivered products under reservation of property as well as under prolonged reservation of property takes place for the seller. When products under reservation are processed with assets from the property of the buyer or with assets which do not have prolonged reservation of property, then it is the seller’s right to have the processed product returned under his property. When products under reservation are processed with products which do not belong to the seller’s property, it is the seller’s right to have co-property to the processed product at a ratio of the value of the reserved product to the other processed products to the time of processing.

The buyer is only entitled to re-sale the products under reservation, if he transfers herewith all claims which arise from the re-sale towards further buyers or towards a third party. If a reserved product will be sold after processing or connecting with other elements which exclusively are property of the buyer, the buyer transfers the claim from re-sale in full to the seller. If a reserved product will be sold after processing with elements which do not belong to the buyer, then the buyer transfers the claims from the re-sale at the amount of the value of the reserved product with all ancillary rights and status. The seller accepts the transfer. The buyer is entitled to collect these claims after transfer. The power of audit of the seller to collect the claims himself remains untouched, but the seller is obliged not to collect those claims as long as the buyer meets his payment and other liabilities properly. On demand of the seller, the buyer is obliged to disclose the names of further buyers, to release necessary documents which are needed to do claims and to inform the transfer to third parties.

The buyer is obliged to keep the products carefully and to insure them appropriately against fire, theft as well as vandalism. On demand the buyer is obliged to prove insurance coverage. Enforcement measurements of third parties or transferred claims to the reserved products have to be indicated immediately in a written form by the buyer together with the addendum of a copy of the attachment and transfer order. The bailiff has to be informed about the right of reservation to these products. The expenses to a required intervention will be borne by the buyer. As long as there are open claims on the part of the seller, he is entitled to demand information at any time which products under reservation are still possessed by the buyer, where they are situated and to which buyers the remaining reserved products (amount, type, numbers and price) have been sold. The seller is entitled to take re-possession of the reserved products, if the buyer is in delay of payment, if reasonable doubts occur in his ability to pay and in his liquidity status, or if his financial situation has been decreased essentially. The redemption of products does not mean rescission from the contract and enforcement demands remain untouched from it.

§ 5 Prices and payment conditions

As long as there is nothing else arising from the confirmation of order, the prices of the seller apply to the term “ex factory”. The seller is entitled to reserve the right to increase prices adequately, if there is a price increase after signing the contract, especially because of price booming when buying additional material. The prices of the seller are considered to be not included in the VAT. As it is regulated by law the VAT is indicated at the invoice the day when the invoice will be written out.

Invoices will be written out at the day of delivery of the products. In the case of a preliminary delivery the arranged delivery date is applied to be the date the invoice is written out. Incidentally, a fixing of the value date which changes the payment date is not allowed. The invoice amount is due and payable within 30 days from the date of invoice without deduction. In payments within 10 days from the date of invoice, the buyer is entitled to pay the amount by reducing the amount with a discount of 2 %. When the payment delay is overdue the seller is entitled, without sending a reminder, to charge interest at the amount of his bank interest as well as further compensation. In case of a reminder after payment delay the seller has to bear reminder expenses of 5 Euro. The indication of an increased loss which is due to a delay is untouched.

The acceptance of cheques and drafts which can be refused by the seller are carried out with the purpose of fulfilment and without obligation of on time presentation or commencement of protest. All bank discounts are charged to the account of the seller.

If the buyer has difficulties with due invoice demands, those have to be assessed legally binding and be referred to the same contractual relationship. This is the same in executing a right of retention.

If there is an overdue payment caused by the buyer or has his financial situation worsened essentially, the seller is entitled to step back from the non-fulfilled part of the contract or to demand cash payment for further deliveries or to demand safe storage of the delivered products without fixing a second delivery period.

§ 6 Warranty

The buyer is obliged to verify the delivered products concerning amount, type and quality and to inform the seller in a written form within 10 days after delivery about possible complaints concerning the delivered products. Hidden faults also have to be indicated in a written form to the seller within 10 days from date of sight before the warranty period has expired. In case of a non-indicated announcement within the time limit the delivered products are regarded as permitted. A complaint does not entitle the buyer to a non-payment.

Is a complaint justified, the seller keeps to the warranty guidelines at his choice by improvement or re-delivery of the complained products within an adequate delivery period. If it is not possible to improve or re-deliver those products within an adequate delivery period, the buyer is entitled to reduce the payment amount or to cancel the contract.

If the complaint is justified the buyer is not entitled to send back the products to the seller. The seller collects the products himself within an adequate period with an internal or external vehicle (carrier) to his risk and expense.

In case the seller will claim compensation on neglect of duty within his warranty obligation, his liability is limited to the substitution of the predictable damage. The maximum liability to pay damage for personal and property damage is limited to the cover sum of the product liability insurance of the seller.

§ 7 Place of execution, legal venue, German country law

The place of execution is the head office (Eisleben) of the seller.

The town Eisleben, head of the company, will be arranged as legal venue in contracts with commercially-registered merchants, legal entities or institutions with separate estates under public law. This is the same, if the buyer does not have a national location as general legal venue, or if he transfers his residence or his usual residence after signing the contract, or if his residence or usual residence is not known at the time of indictment.

On contracts signed between the seller and the buyer the law of the Federal Republic of Germany will be used.

§ 8 Partly invalidity

Should any of the regulations of the selling and delivery terms be invalid, ineffective or contestable, the rest of the regulations stay effective and binding.