SCHATEX^® – Terms and Conditions

General terms and conditions

Payment and delivery conditions of Scharpenack GmbH based on the Convention of the German Home Textile Industry e.V.

for carpet products in the version registered with the Federal Cartel Office of January 1, 2002 (standard conditions of the German textile industry) with special provisions for carpet products The standard conditions apply exclusively between traders

§ 1 Place of performance, delivery and acceptance

1. The place of performance for all services from the delivery contract is the location of the seller’s commercial branch.

2. The goods are delivered from the domestic factory. These shipping costs are paid for by the buyer. The buyer can determine the carrier. The goods are to be sent uninsured. A shipping notification can be provided.

3. In the case of delivery from an external warehouse, a flat-rate storage surcharge can be invoiced.

4. Packaging costs for special packaging are covered by the buyer.

5. Sorted and, in the case of combinations, suitable for sale partial shipments must be made promptly and must be announced in advance. Unsorted items are only permitted with the buyer’s consent.

6. If, due to the fault of the buyer, the acceptance does not take place on time, the seller has the right to choose, after setting a grace period of 12 days, either to issue an invoice for the arrears or to withdraw from the contract or to demand compensation.

7. In any case, the postmark is decisive for the day on which the payment is processed. In the case of bank transfers, the day prior to the crediting of the seller’s bank is deemed to be the day on which payment is processed.

§ 1a Special regulation for the delivery of carpet products

1. Delivery is at the risk of the buyer using the cheapest shipping route for the seller. Additional costs as a result of special requests by the buyer (e.g. express delivery, regulation of a specific mode of transport or a specific transport route, partial shipments, etc.) must be covered by the buyer.

2. If the buyer picks up the goods or if he wishes delivery ex works, A reimbursement of shipping costs can be granted to them. The collection remuneration is based on the actually required distance between the delivery factory or the delivery warehouse of the seller and the location of the main or registered branch of the buyer, if this is the actual destination of the goods.

3. If the seller delivers to the buyer’s customer in the so-called drop shipping, the buyer bears the full freight from the factory to the recipient. This does not apply to shipping rolls to resellers. Freight reimbursement is not granted. Surcharges for special costs of the drop shipping remain unaffected.

§ 2 Place of jurisdiction

The place of jurisdiction (also for bills of exchange and check actions) is the place of the commercial branch of one of the parties or the seat of the specialist or cartel organisation responsible for the supplier (Wuppertal). The court called first has jurisdiction.

§ 3 Content of the contract

1. The goods are delivered on specific dates (working day or a specific calendar week). All sales are only concluded for certain quantities, items, qualities and fixed prices. Both parties are bound by this. Commission transactions are not carried out.

2. Block orders are permitted and must be limited in time when the contract is concluded. The acceptance period may not exceed 12 months.

§ 4 Interruption of delivery

1. In the event of force majeure, industrial action and other non-culpable operational disruptions that have lasted or are likely to last longer than a week, the delivery period or acceptance period will be extended by the duration of the hindrance, but no longer than 5 weeks plus the subsequent delivery period. The extension only occurs if the other party is immediately informed of the reason for the hindrance as soon as it is overlooked that the aforementioned deadline cannot be met.

2. If the delivery or acceptance does not take place on time, the other contracting party can withdraw from the contract. However, they must announce this in writing at least two weeks before exercising the right of withdrawal.

3. If the other contracting party has not been informed immediately upon request that delivery or acceptance will not take place on time and the hindrance has lasted longer than 5 weeks, the other contracting party can withdraw from the contract immediately.

4. Claims for damages are excluded if the respective contracting party has fulfilled its obligations in accordance with Clauses 1-3.

§ 5 Grace period for subsequent delivery

1. After the delivery period has expired, a subsequent delivery period of 12 days will be set in motion without a declaration. After expiry of the subsequent delivery period, the withdrawal from the contract is deemed to have taken place, excluding claims for damages. Withdrawal from the contract according to section 1 sentence 2 does not occur if the buyer declares to the seller during the subsequent delivery period that he insists on the fulfilment of the contract. However, the seller is released from the delivery obligation if the buyer does not comment on whether he insists on the fulfilment of the contract at the seller’s request within the subsequent delivery period.

2. Fixed deals are not made. However, if the parties quickly agree in individual cases that the goods are intended for a specific campaign, a fixed delivery date without a grace period can be agreed. If this delivery date is exceeded, the buyer can demand reimbursement of special expenses for the ordered goods, but not more than the purchase price of the ordered goods. Further claims are excluded. The buyer can only reduce the purchase price or withdraw from the contract due to the defectiveness of the promotional goods.

3. If the buyer wants to claim damages instead of performance, he must set the seller a 4-week deadline with the threat that he will refuse performance after the deadline has expired. The period is calculated from the day on which the notification of the buyer is sent by registered mail. In the case of section 1 sentence 2, this provision applies instead of the withdrawal listed there only if the seller has received this deadline from the buyer within the subsequent delivery period.

4. For goods in stock that are ready for dispatch and NOS goods – “Never-out-of-Stock” – the subsequent delivery period is 5 working days. In the event of non-delivery, the buyer must be informed immediately. Otherwise, the provisions of items 1 and 3 apply.

5. Before the expiry of the subsequent delivery period, claims by the buyer due to late delivery are excluded.

§ 6 Notification of Defects

1. Complaints must be sent to the seller no later than 12 days after receipt of the goods.

2. After the goods have been cut to size or otherwise started processing, any complaint about obvious defects is excluded.

3. Minor, technically unavoidable deviations in quality, colour, width, weight, equipment or design may not be objected to. This also applies to customary deviations, unless the seller has declared in writing that the delivery is true to the sample.

4. In the case of justified complaints, the seller has the right to repair or delivery of replacement goods free of defects within 12 days of receipt of the goods. In this case the seller bears the freight costs. If the supplementary performance has failed, the buyer only has the right to reduce the purchase price or to withdraw from the contract.

5. After the expiry of the period specified in Section 4, the buyer only has the right to reduce the purchase price or to withdraw from the contract. 6. The buyer must notify the seller of hidden defects immediately after they have been discovered. The buyer can only reduce the purchase price or withdraw from the contract due to the defect reported in good time.

§ 6a Special regulation for the warranty for carpet products

1. The limitation period for warranty claims is 5 years, provided that the carpet product has been firmly attached to the building at the end customers. For carpets that are not permanently connected to the building, the statutory limitation period of 2 years applies. The statute of limitations is 4 years if the VOB has been agreed as a whole as the contractual basis for the end customer.

2. The right of the seller in accordance with Section 6 (4) to rework or delivery of non-defective replacement goods also applies to hidden defects.

3. The liability of the seller is limited to the amount of the invoice issued to the buyer by the seller for the defective carpeting product and to the costs of its installation at the end user, even in the event of consequential damage. This does not apply if the seller’s liability is based on gross negligence or intent.

4. A usage fee is to be set off against the seller’s liability.

§ 7 Payment

1. The invoice is issued on the day of delivery or provision of the goods. Postponing the due date (value date) is fundamentally excluded.

2. Invoices are payable: within 10 days after the invoice has been issued and the goods have been dispatched with a 2% discount; from 11th to 30th day after invoicing and dispatch of goods net. From the 31st day, default occurs in accordance with § 286 II No. 1 BGB.

3. If the seller accepts bills of exchange instead of cash, check or bank transfer, a surcharge of 1% of the bill amount will be charged when the bill is accepted after the net target of the 61st day from the date of invoice and dispatch of the goods.

4. Changes to the regulation are to be announced 3 months in advance.

5. Interest will not be granted under any circumstances.

6. Payments are always used to settle the oldest due debts plus the default interest accrued on them.

7. In any case, the postmark is decisive for the day on which the payment is processed. In the case of bank transfers, the day prior to the crediting of the seller’s bank is deemed to be the day on which payment is processed.

§ 8 Payment after the due date

1. For payments after the due date, interest of 8% above the respective base rate of the Deutsche Bundesbank will be charged.

2. Before full payment of due invoice amounts including interest, the seller is not obliged to make any further delivery from any current contract. The right to claim damages caused by default remains reserved.

3. In the event of default in payment by the buyer or impending insolvency or any other significant deterioration in the buyer’s financial situation, the seller can, after setting a grace period of 12 days for outstanding deliveries from any current contract, without the payment target, demand cash payment before delivery or withdraw from the contract or claim damages.

§ 9 Payment method

1. Offsetting and withholding invoiced amounts due is only permitted in the case of undisputed or legally established claims. This also applies in the event that the seller ceases to pay. Other deductions (e.g. postage) are not permitted.

2. Bills of exchange, insofar as they are accepted in payment, will only be accepted against reimbursement of expenses. Bills of exchange and acceptances with a term of more than three months will not be accepted.

§ 10 Retention of title

1. The goods remain the property of the seller until all claims from the delivery of goods from the entire business relationship, including ancillary claims, claims for damages and cashing of checks and bills of exchange, have been paid in full. The retention of title also remains if individual claims of the seller are included in a current invoice and the balance is drawn and recognized.

2. If the reserved goods are combined, mixed or processed into a new movable item by the buyer, this is done for the seller without the latter being obliged to do so. By combining, mixing or processing, the buyer does not acquire ownership of the new item in accordance with §§ 947 ff BGB. When combining, mixing or processing with items that do not belong to the seller, the seller acquires co-ownership of the new item based on the ratio of the invoice value of the goods subject to retention of title to the total value.

3. If a central regulating body is involved in the transaction between the seller and the buyer, which takes over the del credere, the seller transfers ownership when the goods are dispatched to the central regulating body with the condition precedent that the purchase price be paid by the central regulator. The buyer is only released once payment has been made by the central regulator.

4. The buyer is only entitled to resell or further process subject to the following conditions.

5. The buyer may only sell or process the reserved goods in the ordinary course of business and provided that his financial situation does not deteriorate over the long term.

6a. The buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods – including any balance claims – to the seller.

6b. If the goods have been combined, mixed or processed and the seller has acquired co-ownership in the amount of the invoice value, he is entitled to the purchase price claim in proportion to the value of his rights to the goods.

6c. If the buyer has sold the claim as part of real factoring, the buyer assigns the claim against the factor that replaces it to the seller and forwards his sales proceeds to the seller in proportion to the value of the seller’s rights to the goods. The buyer is obliged to disclose the assignment to the factor if he is more than 10 days overdue with the settlement of an invoice or if his financial circumstances deteriorate significantly. The seller accepts this assignment.

7. The buyer is authorized, as long as he meets his payment obligations, to collect the assigned claims. The authorization to collect expires in the event of default in payment by the buyer or in the event of a significant deterioration in the buyer’s financial situation. In this case, the seller is hereby authorized by the buyer to inform the customer of the assignment and to collect the claims himself. For the assertion of the assigned claims, the buyer must provide the necessary information and allow this information to be checked. In particular, he must provide the seller with a detailed list of the claims to which he is entitled with the name and address of the customer, the amount of the individual claims, invoice date etc.

8. If the value of the security existing for the seller exceeds all of his claims by more than 10%, the seller is obliged to release securities of his choice at the buyer’s request.

9. Pledging or assignment by way of security of the reserved goods or the assigned claims are not permitted. The seller is to be informed immediately of any attachments, stating the attachment creditor.

10. If the seller takes back the delivery item in exercising his right of retention of title, the contract is only withdrawn if the seller expressly declares this. The seller can satisfy himself from the taken back reserved goods through private sale.

11. The buyer keeps the reserved goods for the seller free of charge. He has to insure them against the usual dangers such as fire, theft and water to the usual extent. The buyer hereby assigns his claims for compensation to the seller in the amount of the invoice value of the goods, which he is entitled to from damage of the above-mentioned type against insurance companies or other parties obliged to pay compensation. The seller accepts the assignment.

12. All claims and rights from the retention of title to all special forms specified in these terms and conditions remain in effect until they are fully released from contingent liabilities (bill of exchange) that the seller has entered into in the interests of the buyer. In the case of sentence 1, the buyer is generally permitted to carry out factoring for his outstanding debts. However, he must inform the seller of this before entering into contingent liabilities.

§ 11 Applicable Law

The law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.