General Terms and Conditions for B2B Business Relationships

§ 1 Scope

These General Terms and Conditions (GTC) apply to all business relationships between Steppenstrolch GmbH (hereinafter referred to as the "Seller") and the customer, whether the customer acts as an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) or as an equivalent entrepreneur under the respective national law of their home country.
The GTC particularly apply to contracts for the sale and/or delivery of movable items (hereinafter also referred to as "goods"), regardless of whether the Seller manufactures the goods themselves or purchases them from suppliers.
The current version of the GTC is available at www.b2b.steppenstrolch.de/AGB

The Seller's product presentations on the Internet are non-binding and do not represent a binding offer to conclude a contract.
By ordering the desired goods by email, telephone, fax, or via the online ordering system, the buyer submits a binding offer to conclude a purchase contract.
Acceptance of the offer (and thus the conclusion of the contract) occurs by confirmation in text form (e.g., email or via our online portal), in which the buyer is informed of the processing of the order or the delivery of the goods.

Unless otherwise agreed, the prices stated in the order confirmation apply.
All prices are net, excluding statutory VAT.
Shipping and packaging costs are calculated based on weight and destination country. These are part of the offer and are listed separately.

Delivery is made to the delivery address specified by the buyer.
The buyer has the option to specify a preferred delivery date when ordering. If this date is more than two months after the conclusion of the contract, the order is considered a pre-order.
Change of delivery date by the Seller:
1. The Seller reserves the right to adjust the delivery date if necessary due to operational or logistical reasons.
2. The Seller will inform the buyer immediately in writing or by email of the change in the delivery date and provide the new estimated delivery date.
3. If the new delivery date is unacceptable to the buyer, the buyer has the right to withdraw from the contract within five business days after receiving the notification. In this case, any payments already made will be fully refunded.
4. The Seller is not liable for delays caused by unforeseeable events (force majeure) or by third parties.
5. If the Seller has to postpone the delivery date multiple times, the buyer has the right to withdraw from the contract after the third postponement without further cost. Any payments already made will be fully refunded.
If not all ordered products are in stock, the Seller is entitled to make partial deliveries. In this case, shipping costs are charged only once and cover all partial deliveries of the same order. The Seller will inform the buyer promptly about partial deliveries.

Invoicing takes place upon delivery of the goods.
The Seller reserves the right to issue a separate invoice for each partial delivery.
The payment term for the delivered goods is 30 days from the invoice date without deduction.
Unless otherwise agreed, goods are paid for in advance or on invoice. For orders exceeding €1,000, payment in advance or as per separate agreement is generally expected.
For pre-orders as per §4 No. 2, the buyer has the option to make a down payment of 50% or 100% of the total order value immediately after the contract is concluded.

If a 50% down payment is made, a discount of 1.5% on the order value is granted.

If a 100% down payment is made, a discount of 3% on the order value is granted.
In case of late payment, a reminder fee of €5 per reminder will be charged. In addition, interest on arrears will be charged from the first day of delay. The interest rate is five percentage points above the base rate of the European Central Bank. Further damages due to delay remain reserved.

The Seller accepts the following payment methods:
1. Advance payment: The buyer transfers the invoice amount in advance to the Seller's account. Delivery takes place only after receipt of payment.
2. Invoice: The buyer pays the invoice amount according to the rules defined above.
3. Special agreement: Additional payment methods may be agreed upon individually between the buyer and the Seller. These require written confirmation by the Seller.

The goods remain the property of the Seller until all claims arising from the delivery contract have been paid in full.

For defects in the delivered goods, statutory warranty rights apply.
Obvious defects must be reported to the Seller in writing within two weeks of receipt of the goods.

The Seller's liability for slight negligence is excluded, except for the breach of essential contractual obligations.

If, at the end of a sales period (i.e., between January and July of the following year), the buyer has unsold products in stock, the Seller offers to take back these products up to a total value of 20% of the total order value from the previous year's orders.
The buyer informs the Seller about the return and its content and sends the goods to the Seller at their own expense.
Only products from the previous year’s orders will be accepted.
The repurchase value corresponds to the purchase value of the products.
The total amount for returns will be transferred to the buyer's account within two weeks after receipt of the goods, provided account details are available. The buyer must provide the account details along with the return.

All products delivered by the Seller are equipped with the necessary bands and labels for sale.
The buyer has the option to request replacement bands and labels from the Seller free of charge.
The Seller ensures that the labeling of the products complies with the legal requirements for retail sale in Germany upon delivery. It is the responsibility of the buyer to ensure compliance with legal requirements for sales abroad.
The buyer ensures that the products are not sold without the bands and/or labels provided by the Seller.
It is recommended to use promotional and display materials provided by the Seller, such as display cases, stands, and flyers, for product presentation.
The buyer agrees to present the products obtained from the Seller in an attractive and proper manner to reflect their quality and image.

The law of the Federal Republic of Germany applies.
Amendments and additions to this contract must be made in writing.
If individual provisions of this contract are invalid or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by one that comes as close as possible to the economic purpose of the invalid provision in a legally permissible manner. The same applies to any gaps in the contract.