Held GmbH, 87545 Burgberg-Erzflöße

General Terms and Conditions of Contract and Delivery

1.    Scope
1.1    The following General Terms and Conditions of Contract and Delivery apply to business owners only (sec. 14 BGB [Civil Code]), i.e. natural or legal persons or partnerships vested with legal capacity who, when concluding the contract with Held GmbH (hereinafter referred to as "Held"), are in dealing with public sector corporations and public law entities with special public funds, acting in the exercise of their commercial or independent professional activity (hereinafter: "Customer").
1.2    Sales and deliveries shall be completed and other services provided exclusively in accordance with these General Terms and Conditions of Contract and Delivery, which by placing the order or accepting the delivery, Customers accept.
1.3    Unless it is expressly agreed in writing that they shall be valid, any differing, conflicting or supplementary terms and conditions of Customers shall, even if known, not come to form part of the contract.
1.4    Even if Held has not in individual cases expressly referred to their inclusion, these General Terms and Conditions of Contract and Delivery shall come to form part of the contract in the context of an ongoing business relationship between merchants.

2.    Conclusion of contract
2.1    Until the order is confirmed, offers from Held are without obligation and non-binding. A contract is formed only when, further to a non-binding offer, Held effectively accepts a binding order without change from Customers. Held may notify its acceptance either in writing or electronically (e.g. by sending an identical order confirmation or invoice) or by delivering the delivery item to the Customer.
2.2    Individual agreements made in individual cases with Customers (including additional agreements, supplements and amendments) shall in any event prevail over these General Terms and Conditions of Contract and Delivery. Unless proven to the contrary, a written contract or written confirmation by Held shall be authoritative in terms of the content of such agreements.

3.    Delivery time
3.1    Delivery dates and delivery terms are binding only if they have been confirmed in writing by Held and the Customer has provided in good time or made available all the information or documents required for completion of the delivery and has made any payments on account as agreed.
3.2    If deliveries are delayed by Held, Customers are entitled to withdraw from the contract or to claim damages for non-performance only if Held is responsible for the delay and if any final deadline of at least 14 days, by which time the service or supply must be provided and which is set by the Customer in writing, stating that upon expiry of the deadline, performance will be refused, has elapsed to no avail.
3.3    Delivery terms shall be extended accordingly - including during any period of delay - in the event of force majeure or other unforeseeable extraordinary events occurring after the conclusion of the contract, which despite taking reasonable care based on the circumstances of the individual case, Held was unable to avert, including but not limited to operational disruptions, strike, delays in the delivery of essential raw materials and factory supplies or disruption of traffic routes. This shall apply even if such circumstances occur at suppliers of Held and their sub-suppliers. Held shall inform Customers immediately of the commencement and cessation of such events. If it is not possible to foresee when the event will cease or should the event last longer than 6 weeks, either Party shall be entitled to withdraw from the contract in full or in part without the other Party being entitled to compensatory damages because of this.
3.4    If Customers are in default of acceptance, if they breach other obligations to cooperate or if the delivery is delayed for other reasons that the Customer is responsible for, Held shall be entitled to store the goods in an appropriate manner at the Customer’s risk and expense. Notwithstanding its other rights, Held shall be entitled to withdraw from the contract if any reasonable final deadline set for the Customer to accept the goods elapses to no avail.
3.5    Partial deliveries are permitted to a reasonable extent.

4.    Shipping, transfer of risk, insurance
4.1    The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon handover and in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the freight forwarder, to the carrier or to the person or institution otherwise designated to carry out the shipment.
4.2    Unless otherwise stated in the order confirmation, delivery ex works (EXW) is agreed.
4.3    If the Customer is in default of acceptance, this is equated to handover.
4.4    Unless a written agreement has been made with respect to the shipping method and route, shipping shall be at Held's discretion.

5.    Terms of payment
5.1    Invoicing is done when the goods are shipped or are ready for shipment.
5.2    If no price agreement has been reached, the price is determined in accordance with Held's price list valid at the time the order is placed.
5.3    All prices are understood to be "ex works", plus the statutory value added tax applicable as of the date of the respective delivery and any costs for packaging, transport and insurance.
5.4    Unless otherwise agreed in writing in individual cases, deliveries of goods are made exclusively on a cash before delivery basis.
5.5    Should payment not be on time (cf. subsection 5.4), Held shall be entitled to charge statutory interest on arrears at the applicable rate. This shall not affect [its right] to claim further damage caused by delay.
5.6    Customers are entitled to set-off only if their counterclaim is undisputed or has been legally established.
5.7    Unless the counterclaim on which Customers base their right to refuse performance is undisputed or legally established, any right of retention of Customers due to defects or other complaints is ruled out.
5.8    If following conclusion of the contract Held becomes aware of the risk that the Customer may be unable to pay, Held shall be entitled to complete outstanding deliveries on a cash before delivery basis or against provision of collateral only. If the cash before delivery or collateral has not been provided even after the expiry of a reasonable period of time, Held shall in each case be entitled to withdraw in full or in part from individual or from all the affected contracts. It reserves its right to make further claims.

6.    Quality of products
6.1    As a matter of principle, the agreed quality of the goods is based on Held's product description alone. Public statements, promotions or advertisements by Held do not constitute a contractual statement of the quality of the product.
6.2    To be valid, guarantees of the quality or durability of goods require written confirmation from Held.

7.    Customers’ rights in case of defects, inspection obligation
7.1    Variations in colour, quality and workmanship which are customary in the trade or minor, technically unavoidable or caused by the processing of the natural product leather shall not substantiate any warranty rights on the part of Customers.
7.2    Customers must inspect the delivered goods immediately after handover and notify Held in writing of any recognisable defects without delay, and no later than 1 week after handover or receipt of the goods; otherwise, no warranty claims may be made. If defects subsequently become apparent, these must be notified to Held in writing immediately after their discovery. In both cases, timely dispatch of the notice shall be sufficient for the purposes of observing the deadline. Customers bear the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the date of discovery of the defect and for the timeliness of the notice of defect.
7.3    For every notice of defect, Held has the right to inspect and examine the goods complained of. Customers will give Held the necessary time and opportunity to do so. Held is entitled to ask for the goods complained of to be sent to Held at its expense. If the Customer’s notice of defect proves to be unjustified, Held may require the Customer to reimburse the expenses incurred as the result of the unjustified notice of defect, e.g. travel expenses or shipping costs, unless it was not possible for the Customer to identify the fact that the goods were not defective.
7.4    For defects in goods, Held will, at its discretion, either remedy the defect or provide a replacement (subsequent performance). Held must always be given a reasonable period of time and reasonable opportunity for subsequent performance.
7.5    If the subsequent performance fails, is unacceptable to the Customer or if Held has refused the [particular] type of subsequent performance due to disproportionate costs, Customers may at their discretion request a reduction of the consideration (price reduction) or the cancellation of the contract (withdrawal). However, in the event of a merely minor breach of contract, in particular merely minor defects, Customers shall not be entitled to withdraw from the contract.
7.6    If after the subsequent performance has failed, Customers choose to withdraw from the contract on account of a defect of title or material defect, they shall not additionally be entitled to make a claim for damages on account of the defect. If after the subsequent performance has failed, Customers choose compensatory damages, Held may request the return of the goods.
7.7    All claims from Customers due to a defect become time-barred within 1 year of delivery of the goods.

8.    Compensatory damages and limitation of liability
8.1    In case of intent or gross negligence, Held shall be liable in accordance with statutory provisions.
8.2    In case of breaches of obligations constituting ordinary negligence, Held's liability shall be limited to the average direct loss or damage which, based on the type of goods, is foreseeable and typical for the contract. This also applies to breaches of obligations constituting ordinary negligence on the part of Held's legal representatives or vicarious agents, insofar as Held is answerable for such persons.
8.3    Held shall not be liable in case of a breach of non-essential contractual obligations constituting ordinary negligence.
8.4    Claims under the Product Liability Act as well as liability for damages arising from injury to life, limb or health shall remain unaffected by the above provision.
8.5    The Customer is obliged to take appropriate measures to avert and  reduce the loss or damage.

9.    Retention of title
9.1    Held retains ownership of the goods up until payment in full under the supply contract.
9.2    For as long as the retention of title applies, Customers are obliged to handle the goods with care. In particular, Customers are obliged to obtain at their own expense adequate replacement cost insurance for the goods, covering them against theft, fire, water and other damage.
9.3    Customers may neither sell, pledge nor assign the goods as security. In case of the seizure, confiscation or disposal of the goods by third parties, Held must be notified immediately in text form.
9.4    Customers are entitled to sell the goods ("goods subject to retention of title") in the ordinary course of business provided that they are not in default of payment with respect to these goods subject to retention of title. In so doing, Customers must in turn resell said goods to end customers subject to a retention of title. Customers hereby assign to Held, in the amount of Held's outstanding invoice (including value added tax, where applicable), all claims accruing to them from the resale of the goods to third parties or on any other legal basis in relation to the goods (e.g. insurance claims). If the claim against the end customer is not assignable, Customers may complete the sale only if the end customer pays in advance. Immediately after the conclusion of the purchase agreement with the end customer, Customers must inform Held of the assigned claims and the debtors under such claims, and must also provide all information and hand over all documents that Held might require in order to make the claim and provide the necessary evidence and, where applicable, inform the debtors of the assignment. Customers are authorised to collect claims even after the assignment. This shall not affect the authority which Held has to collect the claims itself. Unless Customers are in default of payment, however, Held is obliged not to collect the claim and not to make the assignment known.
9.5    Where Customers act in breach of the contract, in particular in case of any default in payment or breach of other essential obligations under this section 9, Held shall be entitled to withdraw from the respective contract and to demand the return of the goods. After the goods have been taken back, Held shall be entitled to realise the same; the proceeds of such realisation - less reasonable realisation costs - shall be set off against the Customer's liabilities. If Held demands the return of the goods, this shall in case of doubt be deemed to be a withdrawal from the contract.
9.6    If the goods are delivered to or taken by Customers to a country in which a retention of title in accordance with the above provisions is not recognised or does not have the same effects in terms of security, Customers shall be obliged, at their own expense, to take all actions incumbent upon them and to make all declarations required to create a comparable security interest.

10.    Jurisdiction and final provisions
10.1    The exclusive place of jurisdiction for all disputes arising from the business relationship with the Customer is the district court or regional court with jurisdiction for Burgberg (Kempten regional court or Kempten district court - Sonthofen branch). Held shall, however, also be entitled to sue Customers at another place of jurisdiction.
10.2    These General Terms and Conditions of Contract and Delivery as well as the entire relationship between the Customer and Held shall be governed exclusively by the law of the Federal Republic of Germany, with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
10.3    Amendments and supplements to these General Terms and Conditions of Contract and Delivery as well as all additional agreements must be in writing. This shall also apply to any amendment of this written form requirement.
10.4    Should individual provisions of these General Terms and Conditions of Contract and Delivery be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision the economic outcome of which comes as close as possible to that of the invalid provision.

Held GmbH Burgberg
Last amended: May 2023