GTC

GENERAL EXPORT CONDITIONS OF SALE

1. General - Scope of Application
1.1 Our general terms and conditions (“Ts+Cs”) govern exclusively. These Ts+Cs will also govern future contracts, even if they are not again agreed upon explicitly. Unless otherwise explicitly agreed upon, the conditions of the purchaser will not be acknowledged, if they are contrary to or conflicting with our Ts+Cs.
1.2 Our Ts+Cs will persist, even where we deliver in full knowledge of such contrary or conflicting conditions.
1.3 Side-letters, covenants or changes of these Ts+Cs are only valid if we accept them explicitly in text-form.
1.4 The Ts+Cs apply only to entrepreneurs as defined in § 310 para. 1 BGB (German Civil Code).

2. Offer and Order
Our offers are subject to confirmation. Orders as well as oral agreements are only binding, if and so long as we confirm them in writing. In case of short-term deliveries, the invoice replaces the written confirmation.

3. Prices – Payment Conditions
3.1 The prices listed are net prices and do not include the current value added tax (VAT), as far as applicable.
3.2 The purchase price has to be paid within 10 days of the issuing of the invoice. In the event that a payment is not made by the due date the customer is in default with its payment obligations. The issuance of a reminder is not necessary. We are – without prejudice to other rights – entitled to charge interest on the amount due. Interest will be charged at a rate of 9% per annum above the basic intertest rate according to § 247 of the German Civil Code (Bürgerliches Gesetzbuch). We may charge a higher amount if we can establish that the amount of damage was higher.
3.3 The customer may only set-off a claim against our claims if its counter-claim is undisputed, acknowledged by us or based on a final and binding court decision. Furthermore, the customer is only entitled to retain payment, if and as far as its counter-claim is based on the same legal relationship.
3.4 In case of deterioration of the customer’s financial situation after conclusion of the contract or in case of a poor financial status not known to us at the time of the contract conclusion, we may suspend our performance until the customer has entirely fulfilled its obligations in advance or made available a bank guarantee or other enforceable security as per our discretion. The same applies in cases of repeated and/or substantial delay of the customer’s payments.
3.5 Our claims concerning the remuneration are subject to a limitation of five years, beginning with the date of the invoice.

4. Period of Delivery – Default of Acceptance – Force Majeure
4.1 The time or period of delivery is only a non-binding approximation. If the customer needs a binding delivery-date, it has to be agreed upon explicitly and in text-form. The delivery deadline shall be deemed to have been met if the customer has been notified of the goods’ readiness for shipment prior to the expiration of the delivery date.
4.2 If the delivery-date cannot be met because of force majeure or other unforeseen events, which not only temporarily complicates the delivery materially or prevents us from delivering at all, we are not responsible for the delay, even if a binding delivery- date or deliveryperiod has been agreed upon. Such unforeseen events are e.g. but not limited to strikes, lockouts, war, natural disaster, scarcity of raw materials or energy or rulings by the authorities. This also applies if these reasons apply to one of our suppliers. In case of such unforeseen events, we are entitled to prolong the delivery-time or delivery-period for the term of the delay plus an appropriate start-up period or to withdraw partly or totally from the contract regarding the part of the contract which has not been fulfilled. In such an abnormal case, we are obliged to inform the customer immediately in writing. If the non- performance continues for a period of more than three months, the customer is entitled – after an appropriate period of grace – to withdraw from the contract regarding the part of the contract which has not been fulfilled. The customer is not entitled to damages if the delivery time is extended or if we are released from our delivery obligations, caused by such unforeseen events.
4.3 The observance of our delivery obligations requires the correct and timely fulfillment of the obligations of the customer to co-operate. We reserve the right to require the prior fulfillment of the obligations of the customer (Einrede des nicht- erfüllten Vertrags).
4.4 Partial deliveries are permitted, unless a partial delivery is not acceptable for the customer.
4.5 If the customer is in default with the acceptance of the goods or violates its obligations to co-operate, we are entitled to claim damages, including possible additional expenditures. Further claims are reserved.
4.6 If the customer is in default with the acceptance and does not comply with a written request to receive the goods within due time, we are entitled to refuse the further execution of the contract. Furthermore, we are entitled to request damages from the customer, either 20% of the agreed retail price including VAT as a flat-rate or the actual loss sustained. In case of the request of the flat-rate, the customer is entitled to prove that the actual loss sustained is lower than 20% of the agreed long-price.
4.7 If the customer is in default of acceptance, the risk of accidental loss or coincidental deterioration of the product passes to the customer at the moment in which the customer delays acceptance.

5. Description of Delivery
5.1 The packaging of the goods is done by us and at our expense.
5.2 The shipment of the goods is solely done at the customer’s risk and expense. Risk shall pass to the customer at the moment and to the extent at which the product or parts of the product are handed over to the shipper, the latest, when the goods leave our facility. This applies also, if the shipment is carried out exceptionally at our expense.We strongly suggest that the customer – on its own expense - obtains a cargo insurance.

6. Warranty
Any warranty claims of the customer are barred after 12 months from delivery. It is in our sole discretion whether we fulfil our obligation concerning the warranty either by replacement or improvement of the delivered product. In case of a short delivery, we will deliver the missing goods. If not otherwise stipulated in clause 7, damages, which are based on or are connected to a defect, are excluded. For defects we shall only be held responsible, if the customer has notified us in writing within fourteen (14) days in the case of obvious defects or such defects that could be discovered without thorough investigation and in all other cases immediately after discovery. § 377 of the German Commercial Code (Handelsgesetzbuch) remains unaffected. The customer shall carry full burden of proof for all premises of its claim, e.g. but not limited to the defect itself, the date and time of the discovery of the defect and the notification of the defect in due time.

7. Limitation of Liability
7.1 If the contractual product cannot be operated in the contractually agreed manner due to missing or defective implementations, proposals or consultations made after conclusion of the contract, or through other breaches of ancillary obligations (especially, but not limited to misleading instructions as to the intended operation of the product), Sections 6 and 7 shall be applicable under exclusion of any further claims. We shall not be liable, and the customer agrees to indemnify us from all claims, liabilities and damages that might occur if and to the extent that the customer does not follow the instructions and warnings given by us.
7.2 For damages caused outside the delivered product and outside of the express warranty contained in Section 6, we shall only be held responsible in cases of willful misconduct, gross negligence of our representatives or leading employees, culpable injury to life, body or health, defects that have been maliciously kept secret or whose absence has been guaranteed, or personal injury or damages to property, provided that there is strict liability under the product liability laws. In the case of a breach of essential contractual obligations, we shall be liable even if our non-managerial employees have acted gross negligently as well as in cases of ordinary negligence. In the latter case, however, our liability is restricted to reasonably foreseeable damages.
7.3 Any further claims for damages are excluded.
7.4 Cosmetic products are temperature sensitive. Liability for damages or quality loss due to inappropriate transport or storage is excluded.

8. AEO Statement (Authorized Economic Operator)
We herewith state:
8.1 That Goods, which are produced, stored, transported on behalf of the authorized economic operator (AEO) or which are delivered or received by them - are stored, finished, processed or loaded at safe production and handling facilities - are protected from access of unauthorised third persons during the production, storage, processing or finishing workflow as well as loading.
8.2 That the staff for production, storage, processing or finishing workflow as well as goods loading is reliable.
8.3 That business partners, which are operating on our behalf are informed, that they also have to take measures for above mentioned points in order to ensure a continuously safe supply chain.

9. Technical Information
Information and instructions are given to the best of our knowledge. If the distributor or the consumer does not follow such instructions, we shall not be liable.

10. Trade Marks, Brand Names and Trade Mark Rights
Our trade marks and the brand names assigned to our products may only be used with our prior consent. This also applies, if one of our product, labeled with our trade mark or brand name is deemed to be further processed or mixed with other products. The delivery under a brand name is not deemed to be a consent to use the brand name for the newly assembled product. Our trade mark rights may not be used as a company name of the customer or a third person.

11. Legal Stipulations in the relevant Country
The customer is exclusively liable for the recognition of the legal regulations for the import and distribution of our products in the country to which the products are shipped, as well as the trade mark regulations. On delivery of the products to the customer, we do not give any warranty or accept any liability for permissibility of the products, the packaging and promotional messages in the relevant country. Claims for damages in this context are explicitly excluded.

12. Miscellaneous
12.1 The contract shall be governed by the laws of the Federal Republic of Germany and shall be construed applicably.
12.2 The designated place for execution as well as place of exclusive jurisdiction shall be Augsburg, Germany. We are, however, entitled to file a lawsuit at the registered place of business of the customer.
12.3 Data, relevant to the business relations, will be electronically stored within the legal limits.
12.4 Should any of the provisions contained in the Ts+Cs be or become invalid for any reason, the validity of all other provisions shall not be affected. The parties shall replace the invalid provision by a valid provision that reflects as far as possible the original intention of the parties.

DR. GRANDEL GmbH,
Pfladergasse 7 - 13,
86150 Augsburg/Germany
Phone: +49 821 3202 0
Telefax: +49 821 3202 229
Web: www.grandel.de
General Managers: Dr. Gabriel Duttler, Ariane Grandel
Incorporated in: Augsburg, HRB 6022, District Court Augsburg
Commerzbank Augsburg
IBAN DE 88 72080001 0107655300
SWIFT-BIC: DRES DE FF 720
DR. GRANDEL is an internationally registered trademark