The agreed GTCs apply for the sale of goods.

Furthermore, the general terms and conditions of business apply for the dealer online shop at www.shop.bp-online.com.

Section 1: Scope

1. The Standard Conditions shall apply exclusively between merchants. The following general terms and conditions of business (GTCs) apply to all contracts concluded with Bierbaum Proenen GmbH & Co. KG, im carré domstrasse, Domstraße 55-73, 50668 Köln, Germany (hereinafter “BP”) for the purchase of goods via the online shop shop.bp-online.com and their delivery. BP is your contractual partner for all orders submitted via the online shop shop.bp-online.com. The goods are only sold in commercial quantities.

2. The following Standard Conditions of the German Textile and Clothing Industry shall apply exclusively for all deliveries and services of the Seller. The general terms and conditions of the Purchaser shall not be recognised by the Seller, unless the Seller has agreed to their validity in writing. This shall also apply if the Seller unconditionally performs the services in the knowledge of contrary or deviating conditions to the present Standard Conditions.

Section 2: Place of Performance, Delivery and Acceptance

1. The place of performance for all services arising from the delivery contract shall be the trading establishment of the Seller.

2. The goods shall be delivered ex-factory (Germany). The delivery costs shall be borne by the Purchaser. The Purchaser can choose the freight forwarder. The goods shall be dispatched uninsured. A delivery note can be agreed.

3. Packaging costs for special packaging shall be borne by the Purchaser.

4. Sorted partial shipments and in the case of combinations partial shipments ready for sale must take place promptly and must be notified in advance. Unsorted shipments shall only be permitted with the consent of the Purchaser.

5. If the goods are not accepted on time due to the negligence of the Purchaser, the Seller shall have the option of either issuing an invoice for the outstanding balance or rescinding the contract or claiming damages after setting a grace period of 12 days.

Section 3: Place of Jurisdiction

The plaintiff may choose the commercial establishment of one of the parties as the place of jurisdiction (also for actions arising out of a bill of exchange or cheque). The plaintiff is also entitled to sue at the headquarters of the specialised branch or cartel organisation (Cologne) responsible for the Seller. The court to which recourse is sought first has jurisdiction.

Section 4: Contents of the Contract

1. The delivery of the goods shall take place on specific dates (workday or a specific calendar week). All sales shall be concluded only with respect to specific quantities, items, qualities and at fixed prices. Both parties are bound hereto. Transactions on a commission basis shall not be made.

2. Block orders are permitted and a time limit must be set at the conclusion of the contract. The deadline for acceptance of the goods shall not exceed 12 months.

Section 5: Interruption of the Delivery

1. In the event of force majeure, labour disputes and other operational breakdowns that are beyond a party’s control and that have lasted or are expected to last longer than one week, the delivery period and/or deadline for acceptance of the goods shall automatically be extended to cover the duration of the obstruction, but not exceeding 5 weeks. The extension shall only become effective if the other party is immediately notified of the reason for the obstruction, as soon as it is clear that the delivery or acceptance deadline cannot be met.

2. If the delivery or acceptance in the cases referred to in clause 1 does not take place within the extended delivery or acceptance period, the other party may withdraw from the contract, after the expiry of a grace period of 12 calendar days to be set.

3. Claims for damages shall be excluded in the cases referred to in clause 1 if the relevant party has sufficiently fulfilled their obligation in accordance with clause 1.

Section 6: Grace Period for Delivery

1. After expiry of the delivery period, a grace period of 12 calendar days shall start without any declaration being required. After this period, the Purchaser may rescind the contract by giving notice in writing. If the Purchaser wishes to request compensation for damages instead of delivery, the Purchaser must give the Seller a 4-week grace period in writing after expiry of the agreed delivery date. The statutory provisions regarding the dispensability of a grace period (§ 281 para. 2, § 323 para. 2 BGB) remain unaffected.

2. The grace period for goods in stock that are ready for dispatch and NOS goods – “Never-out-of-stock” – is 5 working days. The Purchaser must be informed immediately in the event of non-delivery. Furthermore, the provisions of sections 1 shall apply.

3. Before the end of the subsequent delivery deadline, claims of the Purchaser for late delivery shall be excluded, if Section 8 clauses 2 and 3 do not apply.

Section 7: Notice of Defects

1. Notices of obvious defects shall be sent to the Seller no later than 12 days after receipt of the goods. The Purchaser must report hidden defects to the Seller without delay upon discovery.

2. Any complaints regarding obvious defects are excluded after cutting or the start of any other kind of processing of the delivered goods.

3. Complaints are not permitted regarding minor, technically unavoidable deviations of quality, colour, width, weight, finish or design. This also applies in case of deviations that are customary in the trade unless the Seller has given a written declaration that the delivered goods must match the sample.

4. In case of justified notices of defect, the Purchaser may, at the choice of the Seller, demand that the defect is remedied or that replacement goods free of defects are supplied within a period of 12 calendar days of receipt of the returned goods. In this case the Seller shall bear the freight charges. If subsequent performance fails, the Purchaser shall only be entitled to reduce the purchase price or withdraw from the contract, unless Section 8 clauses 2 and 3 apply.

5. if the purchased item is returned because of a defect, the business must refund the price paid for the purchased item, this will be done as soon as the consumer has provided proof that he has returned the purchased item. The proof can be provided by presenting a delivery receipt from the post office or another transport company. In this case, the seller shall bear the costs of returning the goods.

6. if the defect in the purchased item already existed at the time of purchase, the warranty right shall apply for a full year.

7. If the notice of defect is not made in a timely manner, the goods shall be deemed to be approved.

Section 8: Compensation for Damages

1. Claims for damages made by the Purchaser shall be excluded unless otherwise agreed in these conditions.

2. The exclusion in clause 1 shall not apply to liability in accordance with the German Product Liability Act, in case of intent, gross negligence on the part of the owners, legal representatives and executives, fraud, failure to comply with a provided guarantee, in the event of culpable injury to life, body or health or in the event of culpable breach of essential contractual obligations; essential contractual obligations are those whose performance shapes the contract and on which the Purchaser may rely. A claim for compensation for damages due to a breach of essential contractual obligations shall be limited to foreseeable damage typical for a contract of this kind, unless another case referred to in clause 1 applies.

3. a guarantee statement must be provided to the consumer on a durable medium. The guarantee shall apply in addition to the statutory warranty rights. The use of these rights is free of charge.

4. A change to the burden of proof to the detriment of the Purchaser is not connected with the above regulations.

Section 9: Payment

1. Invoicing shall be carried out on the day of the delivery or on the day the goods are made available. Postponement of the due date (valuation) is fundamentally excluded.

2. Invoices are payable:

with a 3% discount if paid by direct debit within 10 days of invoicing and dispatch of the goods;

 with a 2% discount if paid within the 10 days of invoicing and dispatch of the goods;

 in full if paid within 30 days of invoicing and dispatch of the goods.

If the Seller accepts a bill of exchange in lieu of cash, cheque or bank transfer, a surcharge of 1% of the amount of the bill of exchange shall be charged upon acceptance of the bill of exchange after the net payment period from the 31st day after the invoicing and dispatch of goods.

4. The following provision may be applied in place of the above provision if the Purchaser is willing to commit to this for at least 12 months (see table above). Sections 1-3 apply accordingly.

5. Changes in the method of settlement shall be announced 3 months in advance.

6. Payments shall always be used to settle the oldest payable accounts plus the default interest accrued thereon.

7. The timeliness of payments is determined by the date the payment is credited to the account of the Seller. In case of bank transfer, the day preceding the crediting of the Seller’s bank shall be taken as the day of dispatch of payment.

Section 10: Payment After Due Date

1. For payments made after the due date, interest of 9 percentage points above the base rate shall be charged in accordance with Section 247 German Civil Code (BGB). Otherwise, Section 288 German Civil Code (BGB) shall apply.

2. The Seller shall not be obligated to make further deliveries arising out of any contract in force before complete payment of due invoice amounts including interest has been made. The right to claim damages for default is maintained.

3. In the event of the substantial deterioration in financial circumstances, such as imminent insolvency or default of payment, for all supply contracts based on the same legal relationship, the Seller can refuse to perform the contractually agreed services or, after a grace period of 12 calendar days, withdraw from these delivery agreements. In addition, this shall not affect Section 321 German Civil Code (BGB) and Section 119 of the German Insolvency Act (InsO).

Section 11: Offsetting and Retention of Payments

1. Offsetting and retention of invoice amounts due shall only be permitted in the case of undisputed or legally established claims, insofar as they do not refer to claims for damages that are closely related to a claim from the Purchaser for contractual performance without any defects.

Section 12: Reservation of Title

1. The goods shall remain the property of the Seller until full payment of all receivables for the delivery of goods arising from the business relationship, including ancillary claims, damages, as well as payment of cheques and bills of exchange. The right of reservation of title shall remain even if individual claims by the Seller are included in a current invoice and the balance is drawn and recognised.

2. If the reserved goods are combined, mixed or processed by the Purchaser in order to become a new movable, this shall be made on behalf of the Seller, without the Seller being liable as a result. By combining, mixing or processing, the Purchaser does not acquire the ownership of the new movable property according to Sections 947 seq. German Civil Code. If the goods are combined, mixed or processed with movables that do not belong to the Seller, the Seller acquires ownership of the new item in proportion to the value of his goods under reservation of title in relation to the total value.

3. If a central authority who assumes the del credere has been engaged in the conduct of business between the Seller and the Purchaser, the Seller shall transfer ownership on dispatch of the goods to the central authority subject to the condition of payment of the purchase price by the central authority. The Purchaser shall only be released from his payment obligations upon payment by the central authority.

4. The Purchaser is only entitled to resell or process with due regard to the following conditions.

    4a. The Purchaser may only sell or process the reserved goods in the course of ordinary business operations and provided that his financial situation does not persistently deteriorate.

    4b. The Purchaser hereby assigns the claim along with all ancillary rights arising from the resale of the reserved goods – including any balance of claims – to the Seller. The Seller accepts this assignment.

    4c. If the goods are combined, mixed or processed and if the Seller has acquired ownership hereto amounting to the value of his invoice, he is entitled to the claim for the purchase price pro rata to the value of his rights to the goods.

    4d. If the Purchaser sells the claim within the framework of genuine factoring, the Purchaser shall assign the claim against the factor replacing the original claim to the Seller and shall pass on to the Seller his sales proceeds proportionately to the value of the rights of the Seller of the goods. The Purchaser is obligated 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 situation deteriorates considerably. The Seller accepts this assignment.

    4e. As long as the Purchaser fulfils his payment obligations, he is authorised to recover the assigned claims. The authorisation to recover shall expire in the case of default of payment by the Purchaser or if his financial circumstances have deteriorated substantially. In this case, the Seller is hereby authorised by the Purchaser to inform his buyers about the assignment and to recover the receivables. To assert the assigned claims, the Purchaser shall provide the necessary information and allow this information to be checked. In particular, on request, he shall submit to the Seller a precise list specifying the claims due to him along with the names and addresses of the buyers, the amounts of the individual claims, the dates of the invoices, etc.

5. If the value of the existing security for the Seller exceeds the total value of all his claims by more than 10%, the Seller shall be obligated, at the Purchaser’s request, to release securities to this extent at his discretion.

6. Mortgaging or transferring the reserved goods or the assigned claims by way of security are not permitted. The Seller shall be immediately informed about any seizures, naming the creditor of the seizure.

7. If the Seller, in the exercise of his reservation of title, requests the delivery item back, this shall not automatically be deemed a withdrawal from the contract. The Seller is free to sell the returned goods subject to the reservation of title on the open market.

8. The Purchaser shall store the goods under reservation of title for the Seller free of charge. He shall insure them against standard risks such as fire, theft and water within the usual scope. The Purchaser hereby assigns to the Seller his claims for compensation against insurance companies or other persons liable for compensation arising out of damages of the type mentioned above, which he is entitled to, up to the invoice value of the goods. The Seller accepts the assignment.

9. All claims and titles arising from the reservation of title to all the special forms specified in these provisions shall remain valid until complete release from all contingent liabilities (cheque, bill of exchange) that the Seller has assumed in the interests of the Purchaser. In the case of sentence 1, the Purchaser is generally allowed to carry out factoring for his accounts receivable. However, the Purchaser shall inform the Seller before incurring contingent liabilities.

Section 13: Applicable Law

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

The Standard Conditions of the German Textile and Clothing Industry as amended and/or the additions listed in Section 9 Payment shall apply.

Section 14: Order, contract conclusion

1. The presentation of goods in the online shop shop.bp-online.com is not a legally-biding offer.

2. To select goods, specify the colour, size and quantity of a specific product you require and then click on the “Add to shopping basket” button. To select further products, please repeat this process. The current content of the shopping basket, the individual prices and the total price, as well as the shipping costs, are displayed when you click on the “Go to shopping basket” button. Finally, please click on the “Go to checkout” button.

3. You need a customer account in order to purchase goods from the dealer shop at shop.bp-online.com. To open a customer account, you must be a BP distribution partner.

4. Until you complete the order process, you can move forward and backward within the order process at any time simply by clicking on the “Back” and “Next” buttons. You can also check and, if necessary, correct your entries and the content of the shopping basket.

5. Before completing the order process, you will again be shown all the details you have entered, as well as the following further information. You can still change the details and your selection:

• Name, delivery address, billing address
• Links to these GTCs, as well as the right of cancellation together with the request to confirm that you have read and agree to these
• Key properties of the goods
• Quantity of goods ordered, as well as the individual and total price

6. Below, you will see a “Buy now” button. By clicking on this button, you are committing to buy the goods ordered at the total price stated and are thus submitting a binding offer.

7. After submitting the order, you will be sent a confirmation of receipt by e-mail to the e-mail address provided by you. The confirmation of receipt includes the order data, the right of cancellation and these GTCs. The confirmation of receipt does not constitute a sales contract. The confirmation of receipt only documents that BP has received the order.

8. The presentation of products in the online shop does not represent a legally binding offer, rather it is a non-binding online catalogue. By clicking on the “Buy now” button, you are submitting a binding order for the goods placed in the shopping basket. The confirmation of receipt of the order is sent immediately after submitting the order and does not constitute acceptance of a contract. We can accept your order by sending an order confirmation via e-mail or by delivering the goods within two days.

Section 15: Availability and delivery

1. If an item you have ordered is no longer available, we do not accept your offer. If we have already accepted your offer, we reserve the right to withdraw from the contract. In both cases, we will notify you immediately via e-mail and refund any payment you have already made.

2. The delivery times are specified for each item.

3. BP does not reserve any goods until receipt of payment.

Section 16: Costs of returns

The agreed returns policy applies. Should you have any questions, please do not hesitate to contact us.