1. Scope of Application
(1) The following General Terms and Conditions apply to all deliveries, services, and offers in business transactions with entrepreneurs, unless expressly agreed otherwise.
(2) Within the framework of an ongoing business relationship, these terms and conditions also become part of the contract even if the contractual partner is not expressly notified of their inclusion again.
(3) The currently valid version of Cosmocolor's terms and conditions applies. However, if the terms and conditions are amended, the business partner will be informed immediately.
(4) Any conflicting or supplementary terms and conditions of the other contractual partner are hereby rejected. Likewise, the inclusion of any conflicting or supplementary terms and conditions of the other contractual partner by means of a commercial confirmation letter is expressly rejected.

2. Order Placement and Processing
(1) Orders may be placed with us in writing or verbally. Orders are deemed accepted when they are either confirmed in writing by Cosmocolor or executed after receipt of the order. No further agreements exist beyond those set forth in writing; in particular, no warranty has been granted by us.
(2) All performance data, drawings, illustrations, dimensions, and weights are only binding if expressly agreed upon in writing.
(3) Our offers are subject to change and non-binding.
(4) If the business partner cancels a confirmed order without justification through no fault of our own, we may claim 10% of the sales price to cover processing costs and lost profit. The business partner is permitted to prove that lesser or no damage was incurred.
(5) The business partner is hereby informed that personal data obtained within the scope of the business relationship will be processed in accordance with the provisions of the Federal Data Protection Act.

3. Prices
(1) Unless otherwise stated, the prices listed in the current price list apply. If prices have changed between the conclusion of the contract and delivery, the contracting party is obligated to pay the price that was valid at the time of delivery. Should the price increase, the contracting party will be notified immediately. In this case, the contracting party is entitled to withdraw from the contract within 14 days of notification of the price increase.
(2) Special offers are valid only for the specified period.
(3) The statutory value-added tax of 19% is not included in our prices; however, it will be shown in full on the invoice.
(4) All prices are ex works Zella-Mehlis, including standard packaging materials. Alternative arrangements can be made.
(5) With the publication of this catalog, all previous catalogs become invalid.

4. Delivery
(1) Goods that are in stock are generally delivered within 2 working days, according to the customer's preference, via UPS, postal service, or freight carrier.
(2) Due to procurement issues with natural stone, it is not possible to guarantee a delivery date for goods that are not in stock. If delivery dates or deadlines are nevertheless agreed upon, this will be done by written agreement. Generally, goods that are not in stock can be delivered within two weeks. However, the buyer will be notified immediately when the goods are back in stock.
(3) Standard delivery dates and guaranteed delivery periods shall be extended appropriately in the event of force majeure and all other events beyond Cosmocolor's control that significantly affect delivery or performance. This applies in particular to disruptions due to labor disputes at Cosmocolor, its suppliers, or subcontractors, operational disruptions caused by natural disasters, or unforeseen delays in obtaining official permits. This list is merely illustrative.
In such cases, the contractual partner will be informed immediately of the commencement and expected end of the impediment.
The contractual partner may request a statement from Cosmocolor as to whether it intends to withdraw from the contract or deliver within a reasonable period. If Cosmocolor does not respond immediately, the contractual partner may withdraw from the contract.
(4) If we are responsible for the failure to meet binding deadlines and dates or if we are in default, the contractual partner may withdraw from the contract.
(5) We are entitled to make partial deliveries and provide partial services at any time.

5. Transfer of Risk
(1) Goods are shipped ex works/warehouse in Zella-Mehlis. Cosmocolor will make the properly packaged goods available to the buyer for collection at its premises. Upon provision of the goods by Cosmocolor, the risk of loss or damage to the goods and the risk of price fluctuations passes to the buyer.
(2) The buyer bears the costs of transport.
(3) Cosmocolor is not obligated to conclude a transport or insurance contract. If the buyer decides to conclude an insurance contract, Cosmocolor undertakes to provide the buyer, upon request, with all information necessary for concluding transport insurance. Even if Cosmocolor concludes a transport contract as a courtesy, the buyer bears the transport costs.
(4) Other costs, such as loading costs, export costs, taxes, and insurance, as well as costs incurred due to non-acceptance of the goods, are borne by the buyer.
(5) If shipment is delayed for reasons attributable to the buyer, the goods will be stored at the buyer's expense and risk.

6. Warranty
(1) If the transaction is a commercial transaction for both contracting parties, the buyer must inspect the received goods immediately for quantity and quality. If the buyer discovers obvious defects, they must notify Cosmocolor in writing immediately, but no later than five working days after delivery. The date of dispatch by the buyer is decisive for timeliness. In this case, the buyer may not dispose of the goods until an agreement has been reached regarding the handling of the warranty claim.
(2) The warranty period is one year and begins on the delivery date. The following claims for damages are not affected by the reduction of the limitation period:

• Claims for damages based on injury to life, body or health due to a defect attributable to Cosmocolor or one of its legal representatives or agents
• Claims for damages for other losses resulting from an intentional or grossly negligent breach of duty by Cosmocolor or one of its legal representatives or agents.

(3) The buyer is entitled to subsequent performance. Cosmocolor has the initial right to choose whether to remedy the defect or provide a replacement. If Cosmocolor chooses replacement and the goods are not currently in stock, it is obligated to provide a replacement free of charge, excluding postage costs that would have been incurred even with on-time delivery. The contractual partner expressly reserves the right, if subsequent performance fails, to reduce the purchase price or, at its option, to withdraw from the contract.
(4) These warranty claims are only available to the direct contractual partner and are not assignable. (5
) The preceding paragraphs are exhaustive and exclude all other warranty claims of any kind. Excluded are claims for damages arising from a guarantee. A guarantee of quality or durability must be agreed upon in writing.

7. Retention of Title
(1) We retain title to the delivered goods (reserved goods) until full payment of the purchase price. For goods delivered within the scope of an ongoing business relationship, we retain title until full payment of all our claims against the contractual partner, whether existing now or in the future, including those arising from simultaneous or future contracts. This also applies if individual or all of the seller's claims have been included in a current account and the balance has been drawn and acknowledged.
(2) The contractual partner is entitled to resell the goods in the ordinary course of business, provided they are not in default. Pledging or assigning the goods as security is prohibited. Claims arising from the resale or any other legal basis relating to reserved goods still owned by us are hereby assigned to us in the amount of the final invoice total (including VAT). This applies regardless of whether the goods were resold before or after processing. We accept this assignment. The contractual partner is revocably authorized to collect these assigned receivables. This authorization to collect may be revoked if the contractual partner fails to meet its payment obligations. This does not affect Cosmocolor's right to collect the receivables itself.
(3) Any processing or transformation of the goods subject to retention of title is carried out by the buyer on behalf of Cosmocolor, without creating any obligations for Cosmocolor. In the event of processing, combining, mixing, or blending the goods subject to retention of title with other goods not belonging to Cosmocolor, Cosmocolor shall be entitled to a co-ownership share of the resulting new item in proportion to the value of the goods subject to retention of title relative to the other processed goods at the time of processing, combining, mixing, or blending. If the buyer acquires sole ownership of the new item, the contracting parties agree that the buyer grants Cosmocolor co-ownership of the new item in proportion to the value of the processed, combined, mixed, or blended goods subject to retention of title and will hold this co-ownership in trust for Cosmocolor free of charge.
(4) In the event of third-party access to the goods subject to retention of title, the contracting party shall indicate our ownership and notify Cosmocolor immediately.
(5) The security provided shall be released by Cosmocolor at the contracting party's request, provided its value exceeds the outstanding claims by more than 10% on a sustained basis. The selection of the security to be released shall be at Cosmocolor's discretion.

8. Payment
(1) We deliver against direct debit or cash on delivery; for regular customers, on an invoice basis.
(2) Payments are first applied to the oldest outstanding invoice.
(3) If interest and costs have already accrued, the payment shall be applied first to costs, then to interest, and finally to the principal.
(4) A payment is only considered complete when we have access to the funds; in the case of checks, when they are cleared. Bills of exchange can only be accepted subject to their discountability and the outstanding balance and require prior agreement before delivery. Discount and exchange charges are borne by the customer and are due immediately.
(5) If a debit from the customer's account cannot be processed due to insufficient funds or if the debit is reversed at the request of the customer, the customer must reimburse Cosmocolor for any expenses incurred (such as chargeback fees). An additional processing fee of €2 is payable to cover the additional administrative costs incurred by Cosmocolor.
(6) We grant a 3% discount for self-collection and payment by cash, check, or direct debit, excluding certain special offers and bulk goods.
(7) For payments from abroad, cost sharing is agreed upon, i.e., the customer bears their own costs, and third-party costs are borne by us.
(8) The contractual partner is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, they are entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

9. Default
(1) Unless otherwise agreed, invoices are due immediately and must be paid without deduction directly upon receipt of the invoice. If payment is not received, the buyer is in default no later than 14 days after the due date and receipt of the invoice. A reminder from Cosmocolor is not required for this. Cosmocolor reserves the right to remind the buyer of their payment obligation by sending payment reminders.
(2) If, contrary to paragraph 1, a payment date is specified in the invoice, the claim is due upon expiry of the payment date. If the buyer fails to pay, they will be in default without further notice.
(3) If the contractual partner defaults, we are entitled to charge default interest from the relevant date. The default interest rate will be at least 8 percentage points above the respective base interest rate. However, Cosmocolor reserves the right to claim higher interest on other legal grounds.
The assertion of further damages is not excluded.
Further damages may include, for example, the loss of investment interest or the incurrence of loan interest. No fee will be charged for the first reminder. A reminder fee of EUR 2.50 will be charged for each subsequent reminder. All further costs incurred due to late payment will be borne by the contractual partner.
(4) Deliveries abroad or deliveries to foreign subsidiaries operating in Germany will be made against prepayment or cash on delivery, unless otherwise agreed. Any bank charges incurred will be charged to the customer.

10. Liability
(1) Claims for damages and reimbursement of expenses by the buyer, regardless of the legal basis, in particular for breach of obligations arising from a contractual relationship and from tort, exist only if Cosmocolor has assumed a guarantee for this. Cosmocolor is also liable on the basis of mandatory statutory provisions.
(2) Cosmocolor is liable in cases of injury to life, body, health, or breach of essential contractual obligations, which are based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent. If essential contractual obligations are breached,
Cosmocolor's liability is limited to the damage that is typically to be expected in transactions of the type in question. Liability for atypical and unforeseeable damages is excluded.
(3) Cosmocolor GmbH shall only be liable for other damages if these are based on an intentional or grossly negligent breach of duty by the user or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent. Liability is limited to the damage that is typically to be expected in transactions of the type in question. Liability for damages that are atypical for this type of contract and unforeseeable is excluded.

11. Deviations, Amendments and Supplements
Deviations or supplements to these terms and conditions as well as amendments and supplements to contracts already concluded must be in writing.

12. Applicable Law, Place of Performance and Jurisdiction
(1) The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and jurisdiction for deliveries and payments (including actions on checks and bills of exchange) as well as all disputes arising between the parties shall be, provided the buyer is a merchant, a legal entity under public law, or a special fund under public law, the registered office of Cosmocolor (Zella-Mehlis).
(3) Should any provision of these terms and conditions or any provision within other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Version: February 2008

Cosmocolor Import GmbH & Co. KG
Malzhügel 1 • 98544 Zella-Mehlis
Germany

Telephone: +49 3682 / 4645-0
Fax: +49 3682 / 4645-20
Website: www.cosmocolor.net
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Legal information
VAT identification number pursuant to Section 27a
Value Added Tax Act: DE 153 935 984
Responsible for content in accordance with the German Telemedia Act (TMG)
Andreas Ott (address as above)
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