GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT

1. Scope and Formation of the Contract
a) The contractual relationship and all other legal relationships shall be governed exclusively by the following terms and conditions.

b) Any terms and conditions of the purchaser that differ from these shall only be binding on us if we have expressly accepted them in writing. The purchaser shall be deemed to have accepted our general terms and conditions of delivery and payment at the latest upon acceptance of our goods. If the purchaser does not wish to do so, they must object immediately and expressly. A standard form of objection is not sufficient.

c) All quotations are non-binding in their entirety, unless a binding offer has been expressly made.

d) Carl Dillenius Bijouterie is only bound by the order once it has been confirmed; this confirmation may also take the form of an invoice accompanying the goods.

e) If the customer has any objections to the content of the order confirmation or to the timeliness of its receipt, they must raise them immediately; otherwise, the contract shall be deemed to have been concluded in accordance with the order confirmation.

2. Requirement for written form
Any special terms agreed upon when concluding an agreement must be confirmed in writing by us in order to be valid.

3. Prices and Terms of Payment
a) The prices quoted by us apply only to the individual order, subject to change, for deliveries ex works. They are quoted strictly net and do not include packaging, freight, postage, insurance or other ancillary costs. Value added tax will be invoiced separately at the statutory rate.

b) Repeat orders are treated as new orders.

c) Any special tools or equipment manufactured by us shall remain our property even if the costs are shown separately, in full or in part, on the invoice. Tool costs are payable immediately upon receipt, strictly net and without deduction.

d) Should there be any increases in labour, material or other costs prior to the execution of the order, we reserve the right to adjust the prices accordingly. Any price increase must be proportionate to the changed circumstances.

e) The precious metal prices quoted in the offer are daily prices. The price applicable on the day of delivery shall prevail.

f) Unless another method of payment has been agreed in writing, our invoices are to be paid as follows:
• 3% discount if paid within 14 calendar days of the invoice date. We will only grant this discount if there are no outstanding, overdue invoice items on the customer’s account.

• If the value of the precious metal is shown separately for gold or silver items, discounts may only be deducted from the cost price portion of the invoice.
• Net payment within 30 calendar days of the invoice date, without any deductions.

g) Invoices for precious metals are payable immediately upon receipt, strictly net without any deductions.

h) Cheques or bills of exchange are accepted only on account of payment. The acceptance of bills of exchange requires prior written consent and does not constitute a deferral of payment, unless expressly confirmed otherwise. In the case of bills of exchange, discount charges shall be borne by the customer. Payment by bill of exchange excludes the deduction of a cash discount.

i) Without the need for a prior reminder, the buyer shall be obliged to pay interest on the purchase price at the standard bank debit rate if the payment deadline is exceeded. The same applies in the event of late presentation of the bill of exchange.

j) All costs incurred as a result of late payment, such as reminder fees, collection charges and similar expenses, shall be borne by the buyer.

k) In the event of late payment, we shall be entitled, at our discretion, to withdraw from the contract or to claim damages.

l) If the Supplier becomes aware that a bill of exchange issued by the Customer has been protested, that enforcement proceedings have been initiated against the Customer, or that the Customer’s financial position has otherwise deteriorated, the Supplier may immediately claim payment of any outstanding debts and any debts arising from the business relationship for which a bill of exchange has been provided. In such a case, we also reserve the right to withdraw from the contract.

4. Delivery
a) The goods are transported to the buyer and, in the event of a return, at the buyer’s expense and risk; in the event of a return, the buyer must use the same method of dispatch as was used for the original delivery and must ensure that the goods are adequately insured.

b) Our failure to meet delivery deadlines or dates shall not entitle the buyer to withdraw from the contract or to claim damages if such failure is due to circumstances beyond our control (delays in delivery from our suppliers, strikes, lockouts, business interruptions and the like). The buyer may withdraw from the contract if we are in default and allow a grace period of 6 weeks to elapse without taking action.

c) Circumstances beyond our control that render delivery impossible, in particular the failure of our suppliers to fulfil their delivery obligations on the basis of which we made the offer or sold the goods, shall release us from our obligation to perform the contract.

d) We are entitled to make partial deliveries, with each partial delivery being treated as a separate contract for legal purposes.

e) Any shortfalls must be reported to us immediately, and in any event no later than 14 days after receipt, and must be substantiated.

f) Depending on the type of product, quantity variations of +/- 5%–10% are permitted for deliveries.

5. Samples
a) If samples are sent, whether at the buyer’s request or on our own initiative, the entire consignment shall be deemed to have been accepted for sale by the recipient unless we receive the goods back within 14 days.

b) Our terms and conditions of delivery and payment apply exclusively to sample consignments as well.

c) If samples are used by the customer as display stock or included in travelling stock, the customer shall bear all risks, including those arising from loss through no fault of their own. Notwithstanding this, the customer is obliged to ensure that such goods are fully insured and hereby irrevocably assigns to us in advance any claim they may have against the insurer. We hereby accept this assignment.

6. Notices of Defects
a) If the goods are defective or lack the characteristics warranted, the Supplier shall – at its discretion – either supply a replacement, repair the goods or reduce the price, thereby excluding any further warranty claims by the Purchaser. If the repair or replacement fails, the Purchaser shall be entitled to the statutory rights.

b) The Supplier must be notified in writing of any such defects without delay in the case of visible defects, but no later than two weeks after acceptance; in the case of hidden defects, notification must be given in writing without delay once the defects become apparent.

c) Any further claims – in particular claims for damages, regardless of the legal basis – are excluded.

d) Deviations from illustrations or samples which are necessary or appropriate due to technical progress and which do not alter the nature of the goods may not be claimed as defects, unless they have been expressly agreed in writing.

7. Retention of Title
a) The goods delivered remain our property until full payment has been made of all claims arising from our business relationship, including all ancillary claims, and until bills of exchange and cheques have been honoured. This applies even if the purchase price for specific deliveries of goods designated by the buyer has been paid. In the event of financing, regardless of the manner in which this is arranged, the retention of title under these provisions shall remain in force until the transaction has been fully settled, irrespective of any accounting settlement. Upon settlement of the balance, our retention of title as stipulated in the above provision shall serve as security for our claims arising from the balance.

b) The goods subject to retention of title may not be pledged or transferred by way of security. If the goods subject to retention of title are seized or confiscated from the buyer, we must be notified immediately in writing, and the documents required for intervention (original of the seizure report, etc.) must be provided. Furthermore, the buyer is obliged to object immediately to any seizure or confiscation, referring to our rights as the supplier. Any failure to do so shall render the buyer liable to pay compensation to us.

c) The buyer is obliged to insure the goods subject to retention of title, at their own expense and in our favour, against any loss or damage. It is agreed that all insurance claims arising therefrom in respect of the goods subject to retention of title are hereby assigned to us. We hereby accept this assignment.

d) The Buyer hereby irrevocably assigns to us, by way of security, any claims arising against third parties in the event of resale or on any other legal grounds, as well as any claim for the return of goods based on retention of title. We hereby accept this assignment.

e) Our retention of title also extends to new items created through processing, treatment or combination, which shall be deemed to have been manufactured for us and in respect of which we shall acquire ownership or co-ownership in proportion to the value of the goods subject to retention of title at the time of processing, without any further legal act being required and without any obligations arising for us as a result.

f) The buyer hereby assigns to us in advance his rights of ownership or co-ownership in the newly created items, as well as any claims for remuneration against his client arising from the processing of the delivered goods, in proportion to the value of the processed goods. We hereby accept this assignment.

g) The buyer is authorised to collect on our behalf, on a fiduciary basis, any claims that have arisen or may arise for us under this provision, provided that the buyer duly meets its payment obligations to us.

h) In the event of default or if the conditions for early repayment under clause 29 are met, we are entitled to revoke the authorisation to collect our claims and to disclose their assignment.

i) We undertake to release, at our discretion, the security to which we are entitled under the above provisions to the extent that its value exceeds the claims to be secured by 25%, provided, however, that – with the exception of deliveries made on a genuine current account basis – in individual cases such security shall only be released in respect of those deliveries that have been paid for in full.

8. Return of Goods
a) Should it become necessary to return goods delivered on a fixed-price basis, where this is not due to a valid complaint, the goods shall be credited solely at their current market value, determined at the purchaser’s request by an expert appointed by the supplier. Any reduction in value resulting from storage, obsolescence, etc. shall be taken into account.

b) Copyright protection, right to prevent reproduction: Our designs, samples, models and the like are considered our intellectual property and are protected by copyright in works of fine art. Regardless of how the buyer came into possession of them, they must not be copied or used in any other way for the purpose of reproduction.

c) Payment of a share of the costs of designs, samples, models and the like does not confer any rights to these items on the purchaser. Any breach of this provision shall render the purchaser liable for damages.

d) Orders based on drawings, sketches or models provided to us are accepted and carried out at the client’s risk with regard to patent, design and trade mark rights. If the execution of such orders infringes the aforementioned rights, the client shall be liable for any loss or damage incurred by us as a result of such infringement.

9. Place of performance, jurisdiction, applicable law, validity
By accepting this form and our terms and conditions of delivery and payment without objection, the buyer confirms that they are a registered trader within the meaning of Section 1 of the German Commercial Code (HGB) and gives their irrevocable consent to the following provisions regarding the place of performance and jurisdiction.

a) The place of performance for both parties shall be exclusively Pforzheim

b) The place of jurisdiction for both parties in respect of all legal disputes arising from the contractual relationship, including disputes concerning its formation and validity, as well as actions relating to bills of exchange and cheques, shall be Pforzheim. However, Carl Dillenius Bijouterie may, at its discretion, bring an action at the customer’s place of business.

c) If the buyer is not a registered trader, they hereby confirm in writing that the Local Court of Pforzheim shall have exclusive jurisdiction over any court dunning proceedings.

d) The contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany.

10. Severability clause
Should any provision of these Terms and Conditions of Delivery and Payment be invalid, this shall not affect the validity of the remaining provisions.