General Terms and Conditions of Sale (GTCS) towards entrepreneurs

Validity

1. unless expressly agreed otherwise in individual cases, the following General Terms and Conditions of Sale (hereinafter referred to as "GTCS") shall apply to all offers, contracts, deliveries and other services in business transactions with entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter referred to as "Customers"), in addition to the customs and practices in the timber industry (Tegernsee customs and practices). These GTCS shall also apply to all future transactions with the Customer, even if they are not expressly agreed again or we have not expressly referred to their inclusion again. These GTCS shall be deemed accepted at the latest upon acceptance of the goods or services. These GTCS shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing; this shall also apply in the event of unconditional provision of services to the customer. All other legally relevant notifications and declarations made to us by the customer after conclusion of the contract must be made in writing in order to be valid. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

Offers, conclusion of contract

2. our offers are always non-binding and subject to change. This also applies to offers in our catalogues, sales documents, collections or on our homepages. Orders or other agreements (e.g. supplements, amendments or ancillary agreements) shall be deemed to have been accepted if they are confirmed by us in writing or executed immediately after receipt of the order. If, after conclusion of the contract, we become aware of facts (in particular default of payment in respect of earlier deliveries) which, according to our best judgement, indicate that our claim to payment is jeopardised by the customer's inability to pay, we shall be entitled, after setting a reasonable deadline, to demand payment on delivery or corresponding securities from the customer at the customer's discretion and, in the event of refusal, to withdraw from the contract, whereby the invoices for partial services already rendered shall become due immediately. 3.

3. the customer is obliged to accept, unload and properly store the goods.

4. we expressly reserve the right to make technical changes to the goods offered by us and subsequently delivered.

Delivery, transfer of risk, delay

5. if the goods are not accepted before dispatch, they shall be deemed to have been accepted upon notification of readiness for dispatch to the customer after our or our supplier's sorting, measurement and calculation. We are entitled to charge reasonable costs to the customer if the goods have not been called for delivery by the customer for more than 2 months after notification of readiness for dispatch. In this case, the risk of accidental loss or accidental deterioration shall pass to the customer upon notification of readiness for dispatch. 6.

6 Delivery shall be made ex our branch or warehouse, even if our means of transport are used. At the customer's request and expense, the goods will be dispatched to another destination (sale to destination). If, by way of exception, free delivery has been agreed, the customer must submit the freight costs without discount prior to despatch. Any freight increases shall be borne by the customer. If delivery by lorry has been agreed, this shall be subject to proper delivery and unloading facilities. In the event of unusually difficult or otherwise impeded delivery, we shall be entitled to unload the goods at the customer's risk at the nearest place that appears suitable, releasing the customer from further fulfilment obligations. Unless otherwise stipulated in these GTCS, the provisions of the ADSP shall apply mutatis mutandis to dispatch by lorry.

7. delivery shall be made to the customer's business address within the framework of our route plan, unless otherwise agreed and provided that we ourselves have been supplied correctly and on time. Partial services/deliveries are permissible to a reasonable extent. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest when the goods are handed over. In the case of sale by despatch, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to deliver the consignment. This shall also apply in the event of transport by our own means.

8. the expected delivery date is usually specified by us upon acceptance of the order. Bindingly promised delivery dates will be adhered to as far as possible and are not fixed dates. The commencement of the delivery period stated by us is subject to the timely and proper fulfilment of the customer's obligations. The defence of non-performance of the contract remains reserved. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery date. If the service is also not available on the new delivery date, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer. An obstacle for which we are responsible does not entitle the customer to withdraw from the contract. A case of non-availability of performance shall be deemed to be, in particular, the failure of our suppliers to deliver to us on time, cases of force majeure, if neither we nor our suppliers are at fault or if we are not obliged to procure in the individual case. In the event of a delay in delivery, the customer is obliged, at our request, to declare within a reasonable period of time whether he still insists on delivery or withdraws from the contract due to the delay and/or demands compensation instead of performance.

9. the occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the delay in the amount of 0.5 % of the net price (delivery value) for each completed calendar week of the delay, but not more than a total of 5 % of the delivery value of the goods delivered late. We reserve the right to prove that the customer has suffered no loss at all or only a significantly lower loss than the above lump sum.

10. if we are prevented from fulfilling our obligations due to the occurrence of unforeseeable, extraordinary circumstances which we cannot avert despite reasonable care in the circumstances of the case, e.g. operational disruptions, official interventions, energy supply difficulties, strikes or pandemics, storms, violent unrest, regardless of whether these circumstances occur in our area or in the area of a supplier, our delivery period or the period for performance shall be extended to a reasonable extent (force majeure). If performance becomes impossible due to the aforementioned circumstances, we shall be released from our performance obligations.

Prices, terms of payment, credit insurance, offsetting

11 Unless otherwise agreed, our current prices at the time of conclusion of the contract shall apply, ex our warehouse (plus statutory VAT). This also applies to orders placed via the Internet. Additional deliveries and services shall be invoiced separately.

12. unless a fixed price agreement has been made, we shall be entitled to adjust the prices for goods delivered to the customer more than 4 months after conclusion of the contract at our reasonable discretion to the development of the costs which are decisive for the price calculation. A price increase may be considered and a price reduction will generally be made if, for example, the costs for the procurement of materials or labour costs increase or decrease or other changes in the economic or legal framework conditions lead to a changed cost situation. Increases in one type of cost (e.g. labour costs) may only be used for a price increase to the extent that they are not offset by any decreases in costs in other areas (e.g. costs for the procurement of materials). In the event of cost reductions, prices will generally be reduced insofar as these cost reductions are not fully or partially offset by increases in other areas. In exercising our reasonable discretion, we shall select the respective points in time of a price change in such a way that cost reductions are not taken into account according to more unfavourable standards for the customer than cost increases, i.e. cost reductions are effective at least to the same extent as cost increases.

13. unless otherwise agreed, payment shall be made upon receipt of the goods in principle without deduction. During their term, all existing securities shall remain in force.

14. if a cash discount has been agreed separately, a cash discount shall only be granted on the purchase of goods if this has been expressly agreed in writing and all previous invoices have been paid, unless the customer has justified objections to this. The discountable gross invoice amount for goods is decisive for discount invoices. This results from the net invoice amount shown for goods after deduction of an appropriate lump sum of up to 15% and less any discounts, returned goods credits, etc., plus VAT on the net amount remaining after deduction. Other invoice items, e.g. tolls, freight, packaging and various services, are not discountable. Any agreed discounts shall not be granted if the customer is in arrears with the payment of earlier deliveries. Discount periods shall commence from the invoice date.

15 We are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment, which we shall notify at the latest with the order confirmation. We shall be entitled to offset payments against the customer's older debts first, despite any provisions of the customer to the contrary. We shall inform the customer of the type of offsetting that has taken place. If costs and interest have already been incurred, we shall be entitled to offset the payments first against the costs, then against the interest and finally against the main service.

16. the customer shall be in default of payment if the net due date stated in the invoice is exceeded. If the customer is in default of payment due to a reminder (§ 286 para. 1 BGB), we are entitled to take back or demand the return of the goods after prior reminder. We may also prohibit the removal of the delivered goods. Taking back the goods shall be deemed cancellation of the contract. A reminder fee of €40 shall be charged for each reminder. In the event of late payment, interest shall also be charged at the respective bank rates for overdraft facilities, but at least the statutory default interest.

17. a refusal or retention of payment is excluded if the customer was aware of the defect or other reason for complaint when the contract was concluded. This shall also apply if it remained unknown to him due to gross negligence, unless we have fraudulently concealed the defect or other reason for complaint or have assumed a guarantee for the quality of the goods. Otherwise, payment may only be withheld to a reasonable extent due to defects or other complaints. 18 We reserve the right to take out commercial credit insurance to cover the risk of default and to show these costs proportionately on the invoice for the goods. The customer is obliged to pay this amount if he does not settle the invoice within the net due date stated therein. The customer reserves the right to provide evidence of lower damages.

19. the customer may only offset or withhold payment against undisputed or legally established claims resulting from the same contractual relationship.

20. if it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim to the price is jeopardised by the customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (customised products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

Retention of title

21 We reserve title to the delivered goods (goods subject to retention of title) until all our claims for payment arising from the business relationship with the customer have been satisfied in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. If the customer acts in breach of contract - in particular if he defaults on payment of a claim for payment - we shall be entitled to take back the goods subject to retention of title at the customer's expense after we have set the customer a reasonable deadline for performance. If we take back goods subject to retention of title, this shall constitute a cancellation of the contract. The same applies if we seize the reserved goods. The goods subject to retention of title taken back by us may be utilised by us. An appropriate amount for the costs of realisation shall first be deducted from the proceeds of the realisation; the remaining proceeds shall be offset against our outstanding claims against the customer.

22. the customer must treat the reserved goods with care as long as ownership has not yet been transferred to him. He must insure them adequately at his own expense against fire, water and theft at replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the reserved goods are seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.

(23) If the goods subject to retention of title are processed by the customer into a new movable item, the processing shall be carried out for us without any obligation on our part; the new item shall become our property. In the event of processing together with goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other goods at the time of processing. If the reserved goods are combined, mixed or blended with goods not belonging to us in accordance with §§ 947, 948 BGB, we shall become co-owners in accordance with the statutory provisions. If the customer acquires sole ownership by combining, mixing or blending, he hereby transfers co-ownership to us in proportion to the value of the reserved goods to the other goods at the time of combining, mixing or blending. In such cases, the customer shall store the item owned or co-owned by us, which is also deemed to be reserved goods within the meaning of the above conditions, free of charge.

24. if goods subject to retention of title are sold alone or together with goods not belonging to us, the customer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest; we accept the assignment. The value of the goods subject to retention of title shall be our invoice amount, which, however, shall not be recognised if we are opposed by third party rights. If the resold goods subject to retention of title are co-owned by us, the assignment of the claims shall extend to the amount corresponding to our share in the co-ownership. 25.

25. if goods subject to retention of title are installed by the customer as an essential component in an immovable object (a) of a third party or (b) of the customer, the customer hereby assigns the assignable claims for remuneration arising against (a) the third party or (b) the purchaser in the event of sale in the amount of the value of the goods subject to retention of title with all ancillary rights, including such rights to the granting of a lien in rem, with priority over the rest; we accept the assignment. Clause 21 sentences 2 and 3 shall apply accordingly.

(26) The customer shall only be entitled and authorised to resell, use or install the goods subject to retention of title in the ordinary course of business and only on condition that the claims within the meaning of clause 21 or 22 are actually transferred to us. The customer is not authorised to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security.

27 We authorise the customer, subject to revocation, to collect the claims assigned in accordance with clauses 21 and 22. We shall not make use of our own authorisation to collect as long as the customer meets his payment obligations, including to third parties. At our request, the customer must name the debtors of the assigned claims and notify them of the assignment; we are authorised to notify the debtors of the assignment ourselves.

28. the right to resell, use or install the goods subject to retention of title or the authorisation to collect the assigned claims shall expire upon suspension of payments and/or an application to open insolvency proceedings. This shall not apply to the rights of the insolvency administrator.

29. if the value of the securities granted exceeds the claims (possibly reduced by down payments and instalments) by more than 20%, we shall be obliged to retransfer or release them at our discretion.

Product characteristics, technical product information

30 The properties of the goods, in particular quality, grade and dimensions, shall be determined in accordance with the agreements between the parties. All product descriptions which are the subject of the individual contract shall be deemed to be an agreement on the quality of the goods; it makes no difference whether the product description originates from the customer, the manufacturer or from us. In the absence of such an individual agreement, our technical data sheets, safety data sheets and applicable DIN and EN standards shall be authoritative. Samples, collections, brochures, photos, illustrations in online media etc. only serve as a rough guide and are non-binding. Age and exposure to sunlight have an influence on the natural colour change of the goods. Colour deviations in print media or screen displays from the original are possible, so that at the time of delivery there may be significant visual differences from the sample. Declarations of conformity, certifications and CE labelling do not constitute independent guarantees. The customer bears the risk of suitability and use.

31 The customer agrees that we may make technical data sheets, safety data sheets, declarations of conformity, certifications and other technical product information and documentation available electronically on our homepage www.jordanshop.de for retrieval at any time. The customer may object to this in writing at any time with effect for the future.

32. wood is a natural product, its natural properties, deviations and characteristics must therefore always be observed. In particular, the customer must take its biological, physical and chemical properties into account when purchasing and using it. If necessary, he must seek professional advice. The range of natural differences in colour, structure, grading and other differences within a type of wood is part of the properties of wood as a natural product and does not constitute grounds for complaint or liability for wood and wood-based products.

33 In rare cases, permanent shading (so-called shading phenomenon) may occur on velour carpets, the cause of which is not due to the material or construction. This does not constitute grounds for complaint or liability.

Notification of defects, warranty claims, return of goods

34. deviations of up to 10% in the ordered quantities and assortments as well as colour deviations do not constitute grounds for complaint. Complaints have no influence on the fulfilment of the agreed terms of payment.

35. we accept no liability for disadvantages of the product that are due to external influences (e.g. thermal effects, sunlight, chemicals, moisture, etc.). Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

36 We shall only be liable for defects within the meaning of § 434 BGB as follows: The customer must inspect the goods received immediately for quantity and quality. Obvious defects must be reported to us in writing without delay, at the latest within 7 days of delivery. Notification of obvious defects after processing, installation or sale is not permitted. In the case of mutual commercial transactions between merchants, §§ 377, 381 HGB remain unaffected. For the rest, reference is made to the Tegernsee customs. The statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the rights of the customer arising from separately issued guarantees, in particular on the part of the manufacturer, shall remain unaffected in any case.

37. if the customer discovers defects in the goods, he may not dispose of them, i.e. they may not be divided, resold or further processed until an agreement has been reached on the handling of the complaint or a procedure for the preservation of evidence has taken place. The customer must inform us as soon as possible of any complaint made by a consumer. The defective goods must be kept ready for inspection by us in the condition in which they were at the time the defect was discovered. In urgent cases (e.g. in the event of an urgent risk to operational safety or to prevent imminent, disproportionate damage), the customer shall have the right to remedy the defect himself and to demand compensation from us for the proven expenses objectively required for this purpose. We must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions. Any breach of the above obligations shall exclude any warranty claims against us.

38. in the event of justified complaints, we shall be entitled to determine the type of subsequent fulfilment (replacement delivery, rectification), taking into account the type of defect and the legitimate interests of the customer. We are entitled to make the subsequent fulfilment owed dependent on the customer paying the remuneration due. However, the customer shall be entitled to retain a reasonable part of the remuneration in proportion to the defect.

39. the customer must give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective goods to us.

40. if our supplier provides a guarantee for semi-finished or finished products, the customer shall only be entitled to fulfilment of the guarantee promise made by our supplier, subject to our supplier acknowledging his complaint. Further claims by the customer are excluded.

(41) If the goods which were concealed as defective at the time of the transfer of risk to the customer were installed in another item or attached to another item in accordance with their nature and intended use, we shall bear the necessary expenses for the removal of the defective goods and the installation or attachment of the repaired or newly delivered goods as well as the expenses for transport, travel, labour and material costs necessary for subsequent performance, if and to the extent that these have been approved by us in writing in advance. We shall bear the customer's own expenses for the removal of the defective goods and installation of the defect-free goods at cost price, excluding any profit or contribution to overheads. Otherwise, we shall only bear the foreseeable, typically incurred and proven expenses. In principle, the costs shall be borne by means of goods credits in favour of the customer (if applicable in future transactions). We are not obliged to dismantle the defective item or to install or mount the repaired or delivered defect-free item.

42. the customer's rights of recourse against us shall only exist to the extent that the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects.

43 The place of fulfilment for subsequent performance shall be our registered office.

44. claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with clauses 30 to 42, even in the case of defects, and are otherwise excluded.

45. should we agree to take back / return goods as a gesture of goodwill without any legal or contractual obligation, we shall be entitled to demand compensation from the customer for the increased costs incurred as a result. Our credit note will therefore always be issued with a deduction of 20% of the value of the goods, but at least 50.00 euros. Ordered goods, wallpaper, customised products and parts that have already been installed will not be taken back under any circumstances.

Liability, limitation period

46. if we recommend companies for work on a case-by-case basis who carry out the work on their own account, this is done without obligation. Any complaints about the performance of these companies and any resulting further claims can only be asserted against these companies.

47. no liability is accepted for unintentionally incorrect advice. We shall not be liable for consequential damage arising from such advice or other services.

48. we and our vicarious agents shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), only a) for damages resulting from injury to life, limb or health and b) for damages resulting from the not insignificant breach of a material contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.

49. the limitations of liability resulting from clause 48 shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.

50. claims for damages by the customer for compensation for indirect or consequential damages are excluded.

51. any liability shall be limited to the proven damage foreseeable and directly and adequately causal at the time of conclusion of the contract. The agreement of a more extensive liability requires the written form.

52. the customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of cancellation of the customer (in particular according to §§ 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

53. claims for material defects in the sale of new products shall become time-barred 12 months after delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. However, if the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory provisions. Further special statutory provisions on the limitation period remain unaffected (in particular § 438 Para. 1 No. 1, Para. 3, §§ 444, 479 BGB). The warranty is excluded for the sale of used products. This does not apply if the law prescribes longer periods in accordance with § 479 Para. 1 (right of recourse) and § 634a Para. 1 No. 2 (construction defects) BGB. These extended periods shall also commence upon delivery or acceptance.

54. the limitation periods regulated in clause 53 shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The customer's claims for damages pursuant to clause 48 sentence 1 and sentence 2 a) and pursuant to the Product Liability Act shall become time-barred in accordance with the statutory provisions.

Final provisions

(55) The place of performance and jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) and all disputes arising between the parties shall be our head office for us and the customer, insofar as the customer is an entrepreneur (Section 14 BGB), merchant, legal entity under public law or special fund under public law. In all cases, however, we shall be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTCS or an overriding individual agreement or at the customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

56. the relationship 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.

(57) We are authorised to collect, process and use the customer's personal data in compliance with the provisions of the applicable data protection regulations, in particular the General Data Protection Regulation (EU GDPR) and the Federal Data Protection Act (BDSG).

58 Should one or more provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as an effective, appropriate part is contained in invalid clauses, this shall be upheld. The invalid provision shall be replaced by a mutually agreed, legally valid provision that has a similar and valid economic and legal effect. The same applies in the event of a gap or omission in the GTC.

Status: 04/2023