1. Our terms and conditions of sale and delivery shall apply exclusively; contradictory or deviating terms and conditions of purchasing shall only be recognised if we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we deliver without reservations despite knowledge of contradictory or deviating terms.
   
   
2. Our prices shall be understood net plus the statutory value added tax valid at the time.
   
   
3. Deliveries shall be ex our warehouse in St. Ingbert. Transport costs shall be borne by Customer. This shall in particular apply to additional costs caused by special wishes of Customer, such as deliveries by courier or express. For orders of 25 pairs and more, we supply franco domicile within the EU-counties. 
   St. Ingbert shall be the place of performance for all claims from and in connection with contracts for which the present terms and conditions of sale and delivery are applicable.
   
   
4. Packaging customary in the trade shall not be charged separately.
   
   
5. The purchase price shall be transferred within 30 days net (without deduction) from date of invoice to IBAN DE84 5919 0000 0116 6910 00 with the Bank1Saar, Saarbrücken, BIC SABADE5S. In the event of payment within 10 days from date of invoice, we shall grant 2% discount. In the event of arrears in payment, we reserve the right to claim default interest at the statutory amount. The decisive thing for the time of payment shall be receipt of the credit on the aforementioned account. If circumstances lastingly questioning the creditworthiness of Customer become known to us, in particular stoppage of payments by Customer or failure to honour cheques presented by the latter, we shall be entitled to make all open receivables from the business relationship due for payment, even if we have accepted cheques. In such a case, we shall further beentitled to demand pre-payments. In addition, we shall be entitled to withdraw all acceptances, bills and cheques from dealings immediately.
   
   
6. Delivered commodities shall remain our property until complete payment of all claims from the business relationship (including all and any refinancing or acceptor‘s bills).
   All and any machining or re-shaping of our products by our customer shall always be done on our behalf free of charge. If our products are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of our products (invoice amount including turnover tax) to the other processed objects at the time of the processing. For the object originating as a result of the processing, the same shall apply as for our products delivered conditionally. The same shall apply accordingly in the event of combining.
   With its order, Customer shall express its offer of agreement to the fact that, in the event of our reservation of title expiring as a result of any circumstances, the (co-)ownership of the new object is to pass to us with the processing or combining. Our acceptance in this regard shall be deemed given by delivery of our products. In such cases, Customer shall keep the new object on our behalf free of charge.
   The products supplied by us may only be resold in ordinary business dealings. When ordering our products, Customer shall assign all claims accruing to it against third parties from the resale, regardless of whether the object of purchase has been resold without or followingprocessing. If the product of the processing only contains objects which either belonged to Customer or were only supplied under a so-called simple reservation of title alongside our conditional commodities, Customer shall assign the total claim to the purchase price to us. In the event of a collision with prior cessions to a number of suppliers, the fraction of the claim corresponding to the ratio of the invoice value of our conditional commodities to the invoice value of the new object shall accrue to us. 
   Customer shall remain authorised to collect its claims against third parties from the resale of our products despite the assignment. Our authorisation to collect the claim ourselves shall remain unaffected. We engage not to collect the claim as long as Customer complies with its payment obligations from the yield collected, does not fall into arrears or stop payments and, in particular, no application for opening of insolvency proceedings is made and no protest against a cheque or a bill and no attachment takes place. If one of these incidents occurs, assigned receivables settled thereafter shall be accumulated on a special account.In addition, we can demand that Customer gives us a list of the claims assigned to us and their debtors, makes all the statements necessary for the collection, hands over the pertinent documents and notifies the third parties of the assignment. Upon request by Customer, we shall release securities of its choice to the extent that the realisable value of the securities exceeds the claims to be secured by more than 20%.
   
   
7. We shall be liable according to the statutory warranty provisions for the quality of our products and therefore, in particular, for all and any defects in material or processing. Our products are products subject to an aging process as a function of the nature and duration of their use and of their care. Customary wear and tear phenomena as a result of use and care of our products shall not represent a defect. We shall therefore not be liable in this regard. Costs incurred by us as a result of unjustified returns to us without prior agreement shall be charged to our customers. We shall charge these costs as a lump-sum of 10% of the original purchase price of the products returned to us without justification. However, Customer shall be entitled to prove that we have incurred no or considerably lower damage than said lump-sum as a result of the unjustified return.
   Visible defects or deviations of quantity shall be notified within 8 days of receipt of the goods. Defects not visible upon delivery shall be claimed within 8 days of their discovery. The obligation to examination shall remain unaffected.

    

8. The right to setoff shall only accrue to Customer if its counterclaims are legally effective, undisputed or have been acknowledged. In addition, it shall only be entitled to exercise a right of retention if its counterclaim results from the same legal relationship.
   
   
9. In connection with our accountancy and in particular for the purpose of collection of claims and, if applicable, outsourcing of debtor management, we record, store, process and use invoice-related information and data about our customers.
   
   
10. Our contracts with our customers shall be governed by German law, excluding the UN Vienna Convention on Contracts for International Sale of Goods of April 11, 1980.
    
    
11. The exclusive place of jurisdiction for all disputes from and in connection with contracts for which these General Terms and Conditions of Sale and Delivery are applicable shall be Saarbrücken.

ABEBA Spezialschuh-Ausstatter GmbH