1. 1. Scope, Form
1.1 Services and deliveries based on contracts for the sale of brand-name shoes of WELTED BUSINESS, S.L.(hereinafter, the "Seller") in the course of business dealings with business customers (hereinafter, the "Buyers") shall be governed exclusively by the present General Terms and Conditions of Sale of the Seller (hereinafter, the "GTCs").
1.2 Unless otherwise agreed, the GTCs as amended at the time of the Buyer's order, or in the version last communicated thereto in text form, shall also apply as a framework agreement for future contracts of the same kind, without need for the Seller to make reference thereto in each individual case.
1.3 General terms and conditions of business of the Buyer which deviate from, conflict with or supplement the GTCs shall only become a component of the agreement if and insofar as the Seller expressly consents to the application thereof. This need for consent shall apply in each case, e.g. even if the Seller executes delivery to the Buyer without reservation in awareness of the Buyer's GTCs.
1.4 Individual agreements reached with the Buyer in each individual case (including collateral agreements and additions and modifications to existing agreements) shall take precedence over these GTCs in each case. The content of such agreements shall be determined by a written contract or through the Seller's written confirmation, unless there is evidence to the contrary.
1.5 Legally relevant declarations and notices of the Buyer relating to the agreement (e.g. setting of periods, notice of defects, rescission or reduction) are to be issued in written or text form (e.g. letter, e-mail, fax). Statutory requirements as to form and further documentation, particularly in case of doubts as to the authority of the person making the declaration, shall remain unaffected.
1.6 References to the application of statutory provisions shall serve merely as clarification. The statutory provisions shall apply even without such clarification, except insofar as they are directly modified or expressly excluded in these GTCs.
2. 2. Conclusion of Contracts.
2.1 The Seller's offers shall be non-obligatory and non-binding.
2.2 The minimum order quantity shall be 96 pairs of shoes for each of the Buyer's points of sale, divided into at least eight pairs of each design and color. In case of smaller orders, the Seller reserves the right to refuse the order.
2.3 The ordering of the Seller's products by the Buyer shall be deemed as a binding offer to contract. Unless otherwise specified in the order, the Seller shall be entitled to accept this offer to contract within two weeks of the receipt thereof by the Seller.
2.4 Acceptance may be declared either in writing (e.g. through an order confirmation or invoice) or by delivery of the products to the Buyer.
2.5 Modifications within the delivery period of an order shall require the written consent of both Parties.
3. 3. Delivery Period and Default of Delivery.
3.1 The Seller shall be entitled to execute partial deliveries to the extent reasonable for the Buyer. The Buyer hereby agrees to unsorted partial deliveries provided the next delivery is made within the delivery period following receipt of the associated partial deliveries.
3.2 The Seller's delivery deadlines or periods shall represent non-binding statements only, except in cases where binding deadlines or periods are expressly agreed upon by the Parties. The Seller shall be entitled to render performance prior to the expiration of such delivery deadlines or periods.
3.3 Three weeks after a non-binding delivery deadline or a non-binding delivery period is exceeded, the Buyer may request the Seller in writing to make delivery within a reasonable period. If the Seller negligently fails to adhere to a delivery deadline which is expressly agreed upon as binding or a delivery period which is expressly agreed upon as binding, or if the Seller enters into default on other grounds, the Buyer shall be required to set a reasonable grace period for the Seller for rendering the Seller's performance. If this grace period expires without result, the Buyer shall be entitled to rescind the contract of sale.
3.4 Delivery periods shall be deemed as observed if the products which are to be delivered are shipped prior to the delivery deadline or, in case of products which are to be picked up by the Buyer itself, if the Buyer is notified that the products are ready for delivery prior to the delivery deadline.
3.5 Insofar as the Seller is unable to adhere to binding delivery periods due to reasons for which it is not responsible (non-availability of performance), the Seller shall immediately notify the Buyer thereof and, at the same time, the Seller shall communicate the expected new delivery period thereto. If the performance is unavailable within the new delivery period as well, the Seller shall be entitled to rescind the contract in whole or in part and any consideration already paid by the Buyer shall be refunded by the Seller without delay.
3.6 The rights of the Buyer pursuant to Section 8 of these GTCs and the Seller's statutory rights, particularly in cases where the duty of performance is excluded (e.g. if performance and/or subsequent performance is impossible or unreasonable), shall remain unaffected.
4. 4. Delivery, Passage of Risks, Acceptance, Default in Acceptance.
4.1 Delivery shall be made from the warehouse, which shall also be the place of performance for delivery and for any subsequent performance. At the Buyer's request and cost, the products shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, the Seller shall be entitled to determine the mode of shipment itself (particularly the shipping company, the means of shipment and the packaging).
4.2 The risk of accidental loss and deterioration of the products shall pass to the Buyer upon delivery to the Buyer at the latest. However, in case of sale by delivery to a place other than the place of performance, the risk of accidental loss and deterioration of the merchandise, as well as the risk of delays, shall pass to the Buyer upon delivery to the forwarder, carrier or other person or institution who is designated to execute the shipment. Default in acceptance by the Buyer shall be equivalent to delivery.
4.3 If the Buyer is in default of acceptance or fails to render a cooperative performance, or if delivery is delayed due to other reasons for which the Buyer is responsible, the Seller shall be entitled to request compensation of the resulting damages, including additional expenditures (e.g. the cost of storage). For this purpose, the Seller shall charge a flat fee amounting to 0.5% of the net invoice amount for each calendar week beginning with the delivery period or, in the absence of a delivery period, beginning when notice is provided that the merchandise is ready for shipping. The Seller's ability to demonstrate higher damages and the Seller's statutory claims (particularly the reimbursement of additional expenditures, adequate compensation and termination) shall remain unaffected thereby; however, the flat fee shall be counted towards any additional monetary claims.
5. 5. Prices and Terms of Payment.
5.1 Unless otherwise agreed in any individual case, the Seller's current prices at the time the contract is concluded shall apply, and such prices shall apply ex warehouse, not including applicable value-added tax.
5.2 Additional costs shall be charged as appropriate for individual orders.
5.3 In case of sale by delivery to a place other than the place of performance (Section 4.1 above), the Buyer shall pay the cost of shipping ex warehouse as well as the cost of transport insurance, if desired by the Buyer. Insofar as the Seller does not invoice the shipping costs which actually accrue in any individual case, a block charge in the amount of EUR shall apply for shipping costs (not including transport insurance). Any customs, fees, taxes and other public duties shall be paid by the Buyer.
5.4 The invoice shall be issued on the date of delivery or on the date the products are made available.
5.5 30% of the invoice amount shall be due upon receipt of the order confirmation prior to commencement of production and the remainder shall be due after notice is provided that the merchandise is ready for shipping and/or delivery. However, the Seller shall be entitled at any time, even in the course of an ongoing business relationship, to request payment of the entire invoice amount in advance prior to the commencement of production. Such reservation shall be declared in the order confirmation at the latest.
5.6 Subject to an individual agreement to the contrary, the Seller shall not grant any discounts.
5.7 Expenditures resulting from notes or checks, particularly discounting charges and interest, are to be paid by the Buyer.
5.8 Upon expiration of the above payment deadlines, the Buyer shall enter into default. The purchase price shall accrue interest for the duration of default at the applicable statutory default interest rate. Aside from the initial reminder, the Seller shall be entitled to charge a dunning fee of 5.00 Euros for each additional payment reminder. The Seller reserves the right to assert additional default damages.
5.9 If the Buyer fails to pay the invoice amount in full within 30 days of receiving notice from the Seller that the merchandise is ready for delivery, the Buyer shall no longer be entitled to any discounts granted by the Seller and the invoice amount shall be payable without deduction.
5.10 The Buyer shall only be entitled to rights of set-off and retention insofar as the claim thereof is undisputed or established by final and binding judgment. In particular, in case of defects in delivery, counter-rights of the Buyer pursuant to Section 7.11 Sentence 2 of these GTCs shall remain unaffected.
5.11 If it becomes evident after conclusion of the contract that the Seller's claim to the purchase price is jeopardized by the Buyer's deficient capacity to render performance (e.g. in case of a petition for initiation of insolvency proceedings), the Seller shall be entitled in accordance with the statutory provisions to refuse performance and, after setting a grace period if necessary, to rescind the contract.
6. Reservation of Ownership.
6.1 The Seller shall reserve ownership of the products sold thereby until all current and future claims of the Seller arising from the contract of sale and a current business relationship (Secured Claims) are satisfied in full.
6.2 Until the Secured Claims are satisfied in full, the products subject to reservation of ownership may not be given or pledged to third parties or transferred thereto as security. The Buyer shall be required to immediately notify the Seller in writing if a petition is filed for the initiation of insolvency proceedings or in case of efforts by third parties to access the merchandise belonging to the Seller (e.g. attachment).
6.3 In case of conduct by the Buyer in breach of contract, particularly in case of failure to pay the purchase price when due, the Seller shall be entitled to rescind the contract in accordance with the statutory provisions or to request surrender of the merchandise based on the reservation of ownership. All costs arising from recovery of the merchandise shall be charged to the Buyer. The recovered merchandise shall count towards the current amount outstanding at the current market value thereof. Material reductions in value resulting from recovery of the merchandise shall be charged to the Buyer. The surrender request shall not necessarily entail a rescission declaration; rather, the Seller shall be entitled to request surrender of the merchandise alone while reserving the right to rescind the contract.
6.4 The Buyer shall be authorized to resell and/or process merchandise subject to reservation of ownership in the due course of business subject to revocation pursuant to (b) below. In this case, the following provisions shall additionally apply: (a) The Buyer hereby assigns all claims against third parties arising from resale of the merchandise to the Seller in advance as security pursuant to the above paragraph. The Seller hereby accepts such assignment. The duties of the Buyer specified in Section 6.2 hereof shall apply with regard to the assigned claims as well. (b) The Buyer shall remain entitled to collect on the claim in addition to the Seller. The Seller hereby agrees not to collect on the claim as long as the Buyer satisfies the payment obligations thereof towards the Seller, as long as there is no deficiency in the ability thereof to render performance and as long as the Seller does not assert reservation of ownership by asserting a right pursuant to Section 6.3 above. But if that is the case, the Seller may request the Buyer to notify the Seller of the assigned claims and the debtors thereof, to make all of the statements necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. In this case, the Seller shall also be entitled to revoke the Buyer's authorization to resell and process the merchandise subject to reservation of ownership. (c) If the realizable value of the securities exceeds the value of the Seller's claims by more than 10%, the Seller shall release securities of its choosing at the Buyer's request.
7. Defect Claims of the Buyer.
7.1 The provisions of the United Nations Convention of 11 April 1980 on the International Sale of Goods ("CISG") shall apply for rights of the Buyer in connection with material defects and defects in title (including false and short delivery) unless otherwise specified below.The application of the right of redress in the chain of contracts pursuant to Article 4 Directive 1999/44/EC and the national legal provisions in transposition hereof shall be excluded.
7.2 Complaints shall be processed in accordance with the Seller's standardized return management system. The relevant rules are attached to these GTCs.
7.3 Liability for defects shall be based on the individual agreement concerning the quality of the products, if applicable. If no agreement was reached as to quality, an assessment is to be made based on statutory provisions as to whether a defect exists or not (Article 35 of the CISG).
7.4 Deviations with regard to the quality, color, weight and dimensions of the products which are common and/or unavoidable in light of production conditions, particularly given the fact that the products are largely manufactured by hand, shall not establish warranty rights unless adherence to such conditions is expressly agreed upon.
7.5 If the Buyer makes changes to delivered objects, causes such changes or tolerates the performance of such changes by third parties, a warranty shall be excluded with regard to such objects.
7.6 The Buyer's defect claims shall be contingent upon performance of the statutory duties thereof to conduct inspections and provide notice of defects (Article 38, 39 and 43 of the CISG). The Buyer must inspect the delivered products immediately after the receipt thereof to ensure that they are complete (i.e. number of cartons and number of shoeboxes).
7.7 If a defect is evident upon delivery, upon inspection or at a later date, notice thereof shall be provided to the Seller without delay in written or text form. For obvious defects, written notice is to be provided within one week of delivery in each case, and in case of defects which are not evident upon inspection, written notice is to be provided within the same period starting from the discovery thereof.
7.8 If the Buyer fails to duly inspect the object and/or provide notice of defects, the Seller's liability for defects for which notice was not provided in a due and timely manner shall be excluded in accordance with statutory provisions.
7.9 If the delivered object is defective, the Seller may choose whether to render subsequent performance by remedying the defect (repair) or by delivering a defect-free object (replacement). The Seller's right to refuse subsequent performance subject to the conditions specified in the CISG shall remain unaffected.
7.10 The Seller shall be entitled to make the subsequent performance owed thereby contingent upon the Buyer's payment of the purchase price when due. However, the Buyer shall be entitled to withhold a reasonable portion of the purchase price proportional to the defect.
7.11 The expenditures necessary for the purpose of inspection and subsequent performance, particularly the cost of shipping, travel, labor and materials, shall be paid and/or reimbursed by the Seller in accordance with statutory provisions if a defect actually exists. Otherwise, the Seller may ask the Buyer to reimburse the costs accruing based on the unjustified defect rectification request (particularly inspection and shipping costs), unless the absence of a defect was not recognizable to the Buyer. In addition, the Buyer shall be charged a handling fee of 5.00 Euros for each returned article, unless the Buyer can demonstrate that actual expenditures were lower than the amount charged thereto.
7.12 If subsequent performance fails, if a reasonable period set by the Buyer for subsequent performance expires without result or if such a period can be dispensed with in accordance with statutory provisions, the Buyer may rescind the contract of sale or reduce the purchase price. However, no right of rescission shall exist for non-material defects.
7.13 Claims of the Buyer for damages and for the reimbursement of futile expenditures shall only exist in accordance with Section 8 hereof, even in case of defects, and shall otherwise be excluded.
7.14 At variance from the above provision, the Parties may reach an individual agreement to the effect that the Buyer will receive a discount of 2% in exchange for waiving defect claims ("No Return, No Claim Discount"). The exclusion of defect claims shall not apply in case of malicious or grossly negligent conduct by the Seller or if specific characteristics of the product have been warranted.
8. Other Liability.
8.1 Unless otherwise specified in these GTCs, including the provisions below, the Seller shall be liable in accordance with statutory provisions for the breach of contractual and non-contractual duties.
8.2 The Seller shall be liable for damages, regardless of the legal grounds, for intentional action and gross negligence, within the framework of fault liability. In cases of simple negligence, subject to statutory limitations of liability (e.g. due care in own affairs, immaterial breach of duty), the Seller shall be liable only a) for damages arising from injury to life, limb or health; b) for damages arising from the breach of a material contractual duty (duties whose fulfillment enables due performance of the agreement in the first place and upon whose performance contracting party routinely may and does rely); in this case, however, the Seller's liability shall be limited to the compensation of typical and foreseeable damages, i.e. to the relevant invoice amount in consideration of the type of product.
8.3 The limitations of liability arising from Section 8.2 above shall also apply for breaches of duty by and for the benefit of persons for whose negligence the Seller is responsible in accordance with statutory provisions. They shall not apply insofar as the Seller maliciously conceals a defect or insofar as the Seller assumes a warranty for the quality of the merchandise and for claims of the Buyer in accordance with the Product Liability Act.
8.4 The Buyer may not rescind the agreement for a breach of duty which does not consist of a defect unless the Seller is responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences shall apply.
8.5 If the contract is not performed due to reasons for which the Buyer is responsible, the Seller shall be entitled to request 20% of the net invoice amount of damages even without specific evidence. The Parties’ ability to demonstrate a lower or a higher damage shall remain unaffected thereby.
9. Online Sales.
9.1 The Buyer may advertise the Seller's merchandise online, particularly on the website thereof, and may sell the merchandise online. This shall only apply in each case if the Buyer also has stationary retail space.
9.2 The Buyer is aware that the quality and unique character of the products, the value thereof and the fact that the products support the brand image of the Seller require high-quality presentation of the products. Accordingly, online sales shall only be permissible if the Buyer adheres to the required higher-quality presentation of the products commensurate with the exclusivity of the Cordwainer brand. Due to the exclusivity of the Seller's products, the Buyer may not sell them through third-party platforms.
10. Exchange.
10.1 The products delivered by the Seller may not be exchanged.
10.2 In exceptional cases where the Seller consents to an exchange, the Buyer shall be charged a handling fee amounting to 10% of the net invoice amount of the exchanged products, plus the cost of shipping and packing. The Buyer shall be entitled to furnish evidence that the accruing costs are significantly lower than indicated above. Once the exchanged merchandise is received, it shall be inspected by the Seller to ascertain whether it is in good condition and defect-free. If that is the case, the Seller shall issue the Buyer a credit for the net amount of the returned merchandise, which may be deducted from the invoice amount. Generally, the credit shall not be paid out.
10.3 The provisions of Section 7 hereof concerning defect claims of the Buyer shall remain unaffected thereby.
11. Intellectual Property.
11.1 All proprietary rights to the Seller's products, including copyrights, trademarks, naming rights and other marks and know-how, if present, particularly the trademark "Cordwainer," shall be property of the Seller.
11.2 The Buyer hereby agrees not to contest the Seller's proprietary rights itself, not to arrange for third parties to contest those rights and not to assist third parties in contesting those rights in any form.
11.3 The Buyer may not protect or arrange for the registration of trademarks, trade names or other marks of the Seller or of trademarks, trade names or other marks which are identical or similar to those of the Seller, to the extent that they are eligible for registration. Accordingly, the Buyer shall also not be entitled to adopt the marks mentioned above as part of its corporate name of a domain name without the written consent of the Seller and enter such marks into the Commercial Register or another register, or arrange to have such marks protected by a certification body.
12. Limitation.
12.1 All warranty claims of the Buyer shall be subject to a limitation period of one year starting from the passage of risk.
12.2 The above limitation periods in commercial law shall also apply for contractual and non-contractual damage claims of the Buyer based on a defect in the products, unless application of the routine statutory limitation period would result in a shorter limitation period in each individual case. However, damage claims of the Buyer pursuant to Section 8.2 Sentence 1 and Sentence 2(a) of these GTCs and in accordance with the Product Liability Act shall be subject to limitation exclusively in accordance with the statutory limitation periods.
13. Other Provisions.
The Buyer's rights arising from the contract of sale shall not be transferable.
14. Choice of Law.
14.1 The legal relationship between the Parties shall be subject to the United Nations Convention of 11 April 1980 on the International Sale of Goods (CISG).
14.2 Contractual and non-contractual legal relationships outside the scope of the CISG shall be governed by Spanish law.
15. Place of Jurisdiction.
The exclusive place of jurisdiction for any disputes arising from this agreement shall be the Seller's registered office. The Seller shall also be entitled to file suit at the place of performance for the delivery obligation pursuant to these GTCs or an individual agreement which takes precedence hereto, or at the Buyer's general place of jurisdiction.

Date: July 2019