Terms and Conditions with Customer Information

Table of Contents

1. Scope of Application
2. Conclusion of Contract
3. Prices and Payment Terms
4. Delivery and Shipping Terms
5. Force Majeure
6. Delay of Performance at Customer's Request
7. Retention of Title
8. Defects Liability / Warranty
9. Liability
10. Limitation Period
11. Retention, Assignment
12. Applicable Law, Jurisdiction

1. Scope of Application
   1.1 These General Terms and Conditions (hereinafter "GTC") of SANO Deutschland GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods concluded between an entrepreneur (hereinafter "Customer") and the Seller regarding the goods displayed by the Seller in their online shop. The inclusion of the Customer's own terms is hereby rejected, unless otherwise agreed.

1.2 These GTC also apply exclusively even if the Seller executes the delivery to the Customer, knowing of conflicting or deviating terms of the Customer, without reservation.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity, who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.4 An entrepreneur within the meaning of these GTC also includes authorities or other public law institutions if they act solely in a private law capacity when concluding the contract.

2. Conclusion of Contract
   2.1 The product descriptions displayed in the Seller's online shop do not constitute binding offers from the Seller, but serve as an invitation to submit a binding offer by the Customer.

2.2 The Customer can submit the offer via the online order form integrated into the Seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding offer regarding the goods and/or services contained in the cart by clicking the button that completes the order process. The Customer can also submit the offer via email, fax, online contact form, mail, or telephone.

2.3 The Seller can accept the Customer's offer within five days by:

• Sending the Customer a written order confirmation or an order confirmation in text form (fax or email), where the receipt of the order confirmation by the Customer is decisive,
• Delivering the ordered goods to the Customer, where the receipt of the goods by the Customer is decisive,
• Requesting payment from the Customer after the Customer has submitted the order, or
• If payment by direct debit is offered and the Customer chooses this payment method, by collecting the total price from the Customer's bank account, where the time of the debit from the Customer's account is decisive.

If several of the above alternatives apply, the contract is concluded at the time when one of the aforementioned alternatives first occurs. The acceptance period begins the day after the Customer submits the offer and ends at the close of the fifth day following the submission of the offer. If the Seller does not accept the Customer's offer within this period, the offer is considered rejected, and the Customer is no longer bound by their declaration of intent.

2.4 When submitting an offer via the Seller's online order form, the contract text is stored by the Seller after the contract is concluded and sent to the Customer in text form (e.g., email, fax, or letter) after the Customer's order is sent. The Seller will not provide further access to the contract text. If the Customer has created a user account in the Seller's online shop before submitting their order, the order data will be archived on the Seller's website and can be retrieved by the Customer using their password-protected user account with the corresponding login details.

2.5 Before submitting the order through the Seller's online order form, the Customer can detect any input errors by carefully reading the information displayed on the screen. A useful technical means for better recognizing input errors is the browser's zoom function, which enlarges the display on the screen. The Customer can correct their entries within the electronic ordering process as long as they have not clicked the button that completes the order process.

2.6 The contract is exclusively concluded in the German language.

2.7 The order processing and contact will typically occur via email and automated order processing. The Customer must ensure that the email address provided for order processing is correct, so that the emails sent by the Seller can be received at this address. The Customer must also ensure that all emails sent by the Seller or by third parties commissioned by the Seller for order processing can be delivered, especially when using spam filters.

2.8 If the parties have agreed on special conditions, these apply only to the specific contract and do not apply to concurrent or future contractual relationships with the Customer.

2.9 In case of the Customer's economic inability to fulfill their obligations to the Seller, the Seller may terminate existing exchange contracts with the Customer without notice. This also applies in case of an application for insolvency by the Customer. Sections 321 of the German Civil Code (BGB) and 112 of the German Insolvency Code (InsO) remain unaffected. The Customer will inform the Seller in writing as early as possible if insolvency is imminent.

3. Prices and Payment Terms
   3.1 Unless otherwise stated in the product description of the Seller, the prices are net prices, plus the statutory value-added tax. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties, and fees are charged separately if applicable.

3.2 The Customer has various payment options available, which are specified in the Seller's online shop.

3.3 If advance payment by bank transfer is agreed, the payment is due immediately after the contract is concluded, unless the parties have agreed on a later due date.

3.4 If the payment method "invoice purchase" is selected, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price is to be paid within 30 (thirty) days from receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to offer the payment method "invoice purchase" only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the Seller will inform the Customer of the corresponding payment restriction in the payment information in the online shop. The Seller also reserves the right to conduct a credit check when choosing the "invoice purchase" payment method and to refuse this payment method in case of a negative credit check.

3.5 A payment is considered made when the amount is credited to one of the Seller's accounts. In case of payment delay, the Seller is entitled to charge interest on arrears at a rate of 10 percentage points above the respective base interest rate. The Seller's other legal rights in the event of the Customer's payment delay remain unaffected. If claims are overdue, incoming payments will first be applied to any costs and interest, then to the oldest claim.

3.6 If unforeseen cost increases occur (e.g., currency fluctuations, unexpected price increases by suppliers), the Seller is entitled to pass the price increase on to the Customer. However, this only applies if the delivery is agreed to occur more than four months after the conclusion of the contract.

4. Delivery and Shipping Terms
   4.1 The delivery of goods takes place via shipping to the address specified by the Customer, unless otherwise agreed. The delivery address specified in the Seller's order processing is decisive.

4.2 The Seller is entitled to make partial deliveries if this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract in case of incorrect or improper self-delivery. This only applies if the non-delivery is not the Seller's fault, and the Seller has concluded a specific coverage transaction with the supplier with due care. The Seller will make all reasonable efforts to procure the goods. In the case of non-availability or only partial availability of the goods, the Customer will be informed immediately, and the consideration will be refunded promptly.

4.4 The risk of accidental loss and deterioration of the sold goods passes to the Customer as soon as the Seller has handed over the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. This also applies if the Seller bears the transport costs. Transport insurance is only provided at the Customer's special request and expense.

4.5 If the delivery of goods to the Customer is delayed for reasons for which the Customer is responsible, the risk transfer occurs upon notification of the readiness for shipment to the Customer. Any storage costs incurred after the transfer of risk are to be borne by the Customer.

4.6 Self-collection is not possible for logistical reasons.

5. Force Majeure
   In the event of force majeure, which affects the performance of the contract, the Seller is entitled to delay delivery for the duration of the hindrance and, in the case of long-term delays, to withdraw from the contract in whole or in part, without any claims arising against the Seller. Force majeure includes all events unforeseeable by the Seller or those that, even if foreseeable, are beyond the Seller's control and whose effect on contract performance cannot be prevented by reasonable efforts by the Seller. Any statutory claims of the Customer remain unaffected.

6. Delay of Performance at Customer's Request
   If the shipment or delivery of goods is delayed at the Customer's request by more than one month after the notification of readiness for shipment, the Customer may be charged storage fees of 0.5% of the purchase price for each further month, but not exceeding a total of 5% of the purchase price. The proof of a higher or lower damage remains reserved for both parties.

7. Retention of Title
   7.1 The Seller retains ownership of the delivered goods until the full payment of the owed purchase price is made. The Seller also retains ownership of the delivered goods until all of their claims arising from the business relationship with the Customer are fulfilled.

7.2 In the case of processing the delivered goods, the Seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is done together with other materials, the Seller acquires ownership in proportion to the invoice values of their goods to the invoice value of the other materials. If, in the case of the connection or mixing of the Seller's goods with the Customer's property, the latter is considered the main thing, the co-ownership of the item passes to the Seller in proportion to the invoice value of the Seller's goods to the invoice value or, if such an invoice value does not exist, to the market value of the main item. In these cases, the Customer is considered the custodian.

7.3 The Customer is not entitled to pledge or transfer goods under retention of title as security. The Customer is only allowed to resell the goods in the ordinary course of business under the condition that the Customer has effectively assigned their claims against their buyers in connection with the resale to the Seller and that the Customer transfers ownership to their buyer under the reservation of payment. By concluding the contract, the Customer assigns their claims in connection with such sales to the Seller as security, who accepts this assignment simultaneously.

7.4 The Customer must immediately notify the Seller of any access to goods owned or co-owned by the Seller or to the assigned claims. The Customer must immediately forward to the Seller any amounts collected from the assigned claims, to the extent that the Seller's claim is due.

7.5 If the value of the Seller's security rights exceeds the secured claims by more than 10%, the Seller will release the corresponding portion of the security rights upon the Customer's request.

8. Defects Liability / Warranty
   If the purchased goods are defective, the statutory provisions on defects liability apply. Deviating from this:

8.1 Claims for defects do not arise in the case of natural wear and tear or damage caused after the transfer of risk due to faulty or negligent treatment, excessive strain, inappropriate operating materials, or due to special external influences that were not assumed by the contract. If the Customer or a third party makes improper modifications or repairs, no claims for defects exist for these and the resulting consequences, unless the Customer can prove that the reported defect was not caused by these modifications or repairs.

8.2 For new goods, the limitation period for defect claims is one year from delivery of the goods. For used goods, defect claims are excluded.

8.3 The above-mentioned limitations on liability and shortening of the limitation period do not apply for:

• Goods that have been used for construction purposes and caused defects,
• Claims for damages and reimbursement of expenses by the Customer,
• In the case of the Seller's fraudulent concealment of the defect, and
• For recourse claims under § 445a BGB.

8.4 In case of subsequent performance, the Seller has the choice between rectification or replacement delivery.

8.5 In the case of a replacement delivery under defects liability, the limitation period does not restart.

8.6 If the replacement delivery has been made under defects liability, the Customer is obliged to return the originally delivered goods within 30 days to the Seller. The return package must contain the reason for return, the customer's name, and the number assigned to the purchase of the defective goods to allow the Seller to assign the returned goods. As long as and to the extent that the return cannot be assigned due to reasons attributable to the Customer, the Seller is not obliged to accept the returned goods or refund the purchase price. The Customer bears the costs of resending the goods.

8.7 If the Seller delivers a defect-free item for subsequent performance, the Seller may claim compensation for use under § 346 Abs. 1 BGB. Other legal claims remain unaffected.

8.8 If the Customer acts as a merchant according to § 1 HGB, they are subject to the commercial inspection and notification obligation under § 377 HGB. If the Customer fails to fulfill the notification obligations regulated there, the goods are deemed accepted.

9. Liability
   The Seller is liable to the Customer for all contractual, quasi-contractual, and statutory claims for damages and reimbursement of expenses as follows:

9.1 The Seller is fully liable for:

• Intent or gross negligence,
• Intentional or negligent injury to life, body, or health,
• A guarantee promise, unless otherwise agreed,
• Mandatory liability, such as under the Product Liability Act.

9.2 If the Seller negligently violates a material contractual obligation, liability is limited to the typical, foreseeable damage, unless the Seller is fully liable as mentioned in the previous section. Material contractual obligations are those that the contract imposes on the Seller to achieve the contract's purpose and whose fulfillment enables the proper execution of the contract and on whose compliance the Customer may regularly rely.

9.3 Otherwise, the Seller's liability is excluded.

9.4 The above liability regulations also apply to the Seller's liability for its agents and legal representatives.

10. Limitation Period
    Claims of the Customer against the Seller expire - except for the claims regulated under "Defects Liability / Warranty" - in one year from knowledge of the facts justifying the claim, but no later than five years after performance, unless full liability is stipulated according to the previous section.

11. Retention, Assignment
    11.1 The Customer's right of retention and refusal of performance is excluded, unless the Seller does not dispute the underlying counterclaims or these have been legally established.

11.2 The assignment of claims from the contract concluded with the Customer, especially the assignment of any defect claims, is excluded.

12. Applicable Law, Jurisdiction
    12.1 For all legal relationships between the parties, the law of the Federal Republic of Germany applies, excluding the laws governing the international sale of movable goods.

12.2 If the Customer is a merchant, a legal entity under public law, or a special public law asset based in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller's registered office. If the Customer is located outside the Federal Republic of Germany, the Seller's registered office is the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from it can be attributed to the Customer's professional or commercial activity. However, the Seller is always entitled to bring the matter before a court at the Customer's location.