GENERAL TERMS AND CONDITIONS OF RICH GLOBAL SOLUTIONS GMBH

1. Validity

1. Unless otherwise expressly agreed, the following "General Terms and Conditions of Delivery" apply to all contracts concerning the delivery of goods and other related services provided by the seller in business transactions with entrepreneurs, legal entities under public law or special funds under public law. Any deviating conditions, in particular the buyer's purchasing conditions, are hereby rejected.
2. In the context of an ongoing business relationship between merchants, the conditions become part of the contract even if the seller has not expressly referred to their inclusion in each individual case and the buyer has not objected to the conditions.
3. In case of doubt, the Incoterms in their latest version shall be decisive for the interpretation of commercial terms.

2. Offer and conclusion of contract

1. The offers contained in the seller's catalogues and sales documents, as well as - unless expressly designated as binding - on the Internet, are always subject to change, i.e. are to be understood only as an invitation to submit an offer.
2. Orders are deemed to be accepted if they are either confirmed by the seller in writing or executed immediately after receipt of the order. In this case, the delivery note or the goods invoice is considered to be the order confirmation.
3. If employees of the seller make oral side agreements or give assurances that go beyond the written purchase contract, these always require confirmation by the seller in writing to be effective. Oral statements by the seller or by persons authorized to represent the seller remain unaffected by the above provision.
4. If, after conclusion of the contract, the seller becomes aware of facts, in particular late payment with regard to previous deliveries, which, in the reasonable discretion of the entrepreneur, lead to the conclusion that the purchase price claim is at risk due to the buyer's inability to pay, the seller is entitled to the rights set out in Section 321 of the German Civil Code (BGB). In particular, the seller is entitled, after setting a reasonable deadline, to demand from the buyer either payment in advance or appropriate security, and to withdraw from the contract in the event of refusal or after expiry of the deadline.
5. In the event of cessation of payments, insolvency, application for insolvency proceedings by the debtor, ordering of provisional insolvency proceedings, opening of insolvency proceedings or dismissal of insolvency proceedings due to lack of assets, the seller has the right to terminate the contract.

4. Prices / assembly and service costs

1. Our prices are net prices plus the applicable sales tax.
2. If there are more than 4 months between the conclusion of the contract and the timely delivery, we are entitled to calculate the list price applicable at the time of delivery or to adjust the purchase price in accordance with the increase in the list price.
3. Assembly and other services are included in the scope of delivery, unless these are specifically listed or excluded by us.
4. The costs for the extra assembly costs and other services depend on the respective project.

3. Deliveries, Passing of Risk, Delay and Export Regulations

1. Unless otherwise stated in the order confirmation, delivery is agreed "ex works".
2. The risk is transferred to the buyer when the goods are handed over. When the goods are delivered or shipped, the risk is transferred to the buyer when the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the seller's premises, even if the delivery is made by the seller's vehicles. This also applies if the goods are delivered from the premises of a third party (so-called drop shipment).
3. At the express request and expense of the buyer, the transport of the goods will be insured by the seller.
4. If shipping is delayed at the request or due to the fault of the buyer, the goods will be stored at the buyer's expense and risk. In this case, notification of readiness for shipping is equivalent to shipping. The risk is transferred to the buyer at the time at which he is in default of acceptance or payment.
5. Partial deliveries are permitted to a reasonable extent.
6. The delivery period is extended appropriately - even if there is already a delay - in the event of force majeure and all unforeseen obstacles that arise after the conclusion of the contract and for which the seller is not responsible (in particular operational disruptions, strikes, lockouts, disruption of traffic routes, cyber attacks on the IT system), insofar as such obstacles can be proven to have a significant impact on the delivery of the item sold. This also applies if these circumstances occur with the seller's suppliers and their subcontractors. The seller will inform the buyer immediately of the start and end of such obstacles. The buyer can request a declaration from the seller as to whether he wants to withdraw or deliver within a reasonable period of time. If the seller does not declare this immediately, the buyer can withdraw. Claims for damages are excluded in this case. The above provisions apply to the buyer accordingly if the aforementioned obstacles occur with the buyer.
7. In the event of delay, the seller is only liable for his own fault and the fault of his vicarious agents. However, the seller is obliged to assign to the buyer, upon request, any claims he may have against his suppliers.
8. In the event of a delay in delivery, the Buyer is obliged, at the Seller's request, to declare within a reasonable period of time whether he still insists on delivery or whether he withdraws from the contract due to the delay and/or demands compensation instead of performance.
9. The export of certain goods may require a permit, for example due to their type, intended use or final destination. In the case of exports, the buyer is advised of the relevant national and international export regulations, such as the export control regulations of the European Union.
10. Deliveries to the buyer are subject to national or international foreign trade law provisions, embargoes or other legal prohibitions.

4. Prices and Payment

1. Prices are always inclusive of VAT, unless appropriate documentation is provided.
2. Unless otherwise agreed, the purchase price is due within 30 days upon receipt of the goods and invoice without deduction. The same applies to repair invoices.
3. The seller will only accept discountable bills of exchange as payment if an agreement has been made to that effect. Credits for bills of exchange and cheques are subject to receipt, less the expenses associated with redemption, with a value date of the day on which the seller can dispose of the equivalent amount.
4. In the event of late payment, the statutory provisions apply. In particular, in the event of default, the seller is entitled to demand interest on payment claims amounting to 9% points above the base interest rate as well as a flat rate of EUR 40. Any agreed discounts will not be granted if the buyer is in arrears with payment for previous deliveries.
5. The seller can demand immediate payment of all claims, regardless of the term of any bills of exchange received and credited, if the buyer fails to comply with the payment terms or if facts become known that indicate that the seller's claims are at risk due to the buyer's inability to pay. In the latter case, the seller is entitled to make further deliveries dependent on concurrent payment or the provision of appropriate securities.
6. In the event of the buyer's default in payment, the seller may revoke the direct debit authorization (Section 8.6) and demand concurrent payment for any outstanding deliveries. However, the buyer may avert this legal consequence by providing security in the amount of the outstanding payments.
7. Refusal to pay or withholding of payments is excluded if the buyer knew about the defect or other reason for complaint on which the non-payment is based when the contract was concluded. This also applies if the buyer was unaware of it due to gross negligence, unless the seller fraudulently concealed the defect or other reason for complaint or provided a guarantee for the quality of the item. In addition, payment may only be withheld to a reasonable extent due to defects or other complaints.
8. The buyer is only entitled to set off his claims to the extent that his counterclaims are undisputed or legally established, they are based on the same contractual relationship with the seller and/or they would entitle the buyer to refuse performance in accordance with Section 320 of the German Civil Code (BGB).

4a. Early Payment Incentive Discounts

1. Eligibility for Discount: Early payment incentive discounts are offered on the condition that full payment is received within the specified time period as outlined in the payment terms provided with the invoice or contract. The time period for eligibility is strictly enforced.
2. Discount Validity: To qualify for the early payment discount, the payment must be completed in full on or before the deadline specified. Any payment made after the specified deadline will result in the forfeiture of the discount, and the full invoice amount will be due.
3. Discount Voidance: If the payment is not made within the exact specified time period, the early payment discount becomes void. In such cases, any attempt to claim the discount will be considered a violation of the agreed payment terms.
4. Refund Policy: If the customer attempts to apply for a refund based on an invalid early payment discount after failing to meet the deadline, such action will be treated as a breach of the payment agreement. No refunds will be issued for the discount portion, and the full invoice amount will remain payable.
5. Non-Compliance: Failure to comply with these terms will result in the early payment discount being null and void. The customer will be liable for the full payment amount as originally stated on the invoice, without any deduction for early payment.

5. Retention of title

1. Under Section 449 of the German Civil Code (BGB), until the fulfillment of all that we are entitled to – regardless of what reason – against the customer now or in the future, the goods delivered by us remain our property (reservation of title), regardless if they have been delivered, to include deliveries to governments.
2. The seller retains title to the goods until the purchase price has been paid in full. In the case of goods that the buyer purchases from him as part of an ongoing business relationship, the seller retains title until all of his claims against the buyer from the business relationship, including future claims, including from contracts concluded at the same time or later, have been settled (balance retention). This also applies if individual or all of the seller's claims have been included in a current invoice and the balance has been drawn and acknowledged. The balance retention does not, however, apply to prepayment or cash transactions that are settled concurrently. If the seller is liable for a bill of exchange in connection with the payment of the purchase price by the buyer, the retention of title does not expire until the bill of exchange has been redeemed by the buyer as the drawee. If the buyer defaults on payment, the seller is entitled to take back the goods after issuing a reminder and the buyer is obliged to hand them over.
3. If the reserved goods are processed by the buyer into a new movable item, the processing is carried out for the seller without the seller being obligated to do so; the new item becomes the property of the seller. If the goods are processed together with goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing and the processing value. If the reserved goods are combined, mixed or blended with goods not belonging to the seller in accordance with Sections 947 and 948 of the German Civil Code (BGB), the seller becomes co-owner in accordance with the statutory provisions. If the buyer acquires sole ownership through combination, mixing or blending, he hereby transfers co-ownership to the seller in proportion to the value of the reserved goods to the other goods at the time of combination, mixing or blending. In these cases, the buyer must store the item that is the property or co-ownership of the seller, which is also considered to be reserved goods within the meaning of the above conditions, free of charge.
4. If the reserved goods are sold alone or together with goods that do not belong to the seller, the buyer hereby, i.e. at the time of conclusion of the contract, assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and priority over the rest; the seller accepts the assignment. The value of the reserved goods is the seller's invoice amount, which, however, is not taken into account if it conflicts with the rights of third parties. If the reserved goods that are resold are co-owned by the seller, the assignment of the claims extends to the amount that corresponds to the seller's share in the co-ownership.
5. If the buyer installs the reserved goods as an essential component in the property, ship, shipbuilding structure or aircraft of a third party, the buyer hereby assigns the assignable claims for compensation arising against the third party or the person concerned in the amount of the value of the reserved goods with all ancillary rights, including the right to grant a security mortgage, with priority over the rest; the seller accepts the assignment. Clause 8.3, sentences 2 and 3 apply accordingly.
6. The buyer is only entitled and authorized to resell, use or install the reserved goods in the normal, proper course of business and only on the condition that the claims within the meaning of clause 8.3 or 8.4 are actually transferred to the seller. The buyer is not entitled to make any other disposals of the reserved goods, in particular pledging or transferring ownership as security. The buyer is only permitted to assign the goods by way of genuine factoring on the condition that the seller is notified of this, stating the name of the factoring bank and the accounts held by the buyer there, and that the factoring proceeds exceed the value of the seller's secured claim. The seller's claim becomes due immediately upon crediting the factoring proceeds.
7. The seller authorizes the buyer, subject to revocation, to collect the claims against its customers assigned in accordance with clauses 8.3 to 8.5. The seller will only exercise its own right to collect if the buyer fails to meet its payment obligations, including to third parties, or if their fulfillment appears to be at risk. At the seller's request, the buyer must name the debtors of the assigned claims and notify them of the assignment; the seller is authorized to notify the debtors of the assignment himself.
8. The Buyer must immediately inform the Seller of any enforcement measures taken by third parties against the reserved goods or the assigned claims and provide the documents necessary for the objection.
9. If the buyer stops making payments and/or files for insolvency proceedings against the buyer's assets, the right to resell, use or install the reserved goods or the authorization to collect the assigned claims expires; if a check or bill of exchange is protested, the direct debit authorization also expires. Any mandatory rights of the insolvency administrator remain unaffected.
10. If the realised value of the securities to which the seller is entitled exceeds the claims to be secured by more than 10%, the seller undertakes to release a corresponding portion of the security rights at the buyer's request. The seller is entitled to select the securities to be released.
11. As far as the value of the reserved goods is concerned, this corresponds to the gross invoice amount of the seller for the goods.

6. Notification of Defects, Warranty and Liability; The seller is only liable for material defects within the meaning of Section 434 of the German Civil Code (BGB) as follows: 

1. The buyer must immediately examine the goods received for quantity and quality and immediately notify the seller of any obvious defects in writing. If a defect becomes apparent later, the buyer must notify the seller of this in writing immediately after discovery. If the buyer fails to notify the defect in a timely manner, the goods are deemed to have been approved. In this case, all of the buyer's rights to defects are void. In the case of mutual commercial transactions between merchants, Section 377 of the German Commercial Code remains unaffected.
2. In the case of an intended installation or attachment of the goods, the buyer is obliged to check the properties of the goods that are relevant for the installation or attachment and for the subsequent intended use upon receipt of the goods and to notify the seller of any defects immediately in writing, provided that an inspection of these properties is reasonable at that time given the type and quality of the goods. If the buyer fails to notify the seller of defects with regard to properties in accordance with sentence 1, although an inspection would have been reasonable, or if he does not notify the defects in a timely manner, the goods are deemed to have been approved. In this case, the buyer is not entitled to any rights in relation to defects. In the case of mutual commercial transactions between merchants, Section 377 of the German Commercial Code remains unaffected.
3. If the buyer fails to check the external and internal properties of the goods prior to installation or attachment, which are relevant for this and the subsequent intended use and can be checked with reasonable effort, before installation or attachment, he is acting with gross negligence within the meaning of Sections 439 Para. 3 and 442 Para. 1 Sentence 2 of the German Civil Code (BGB). In this case, the buyer's rights to defects in relation to these properties only come into consideration if the defect in question was fraudulently concealed by the seller or if the seller has provided a guarantee for the quality of the goods.
4. If the buyer discovers defects in the goods, he is obliged to provide the seller with the goods in question or samples thereof for the purpose of examining the complaint and to allow the seller to inspect the goods in question within a reasonable period of time. If the buyer refuses to do so, the warranty will be void. The buyer may not dispose of the goods in question until the seller has completed the inspection, i.e. they may not be divided, resold or further processed.
5. In the case of justified complaints, the seller is entitled to determine the type of subsequent performance (replacement delivery, repair) taking into account the nature of the defect and the legitimate interests of the buyer. If subsequent performance fails or does not take place despite the buyer setting a reasonable deadline and grace period, the buyer is entitled - without prejudice to any claims for damages in accordance with Section 10 of these delivery conditions - to demand a reduction in price or, if the defect is not only minor, to withdraw from the contract.
6. If the Buyer has installed the defective goods in another item or attached them to another item in accordance with their type and intended use at the time of transfer of risk, he can demand reimbursement of expenses from the Seller for the removal of the defective goods and the installation or attachment of the repaired or delivered defect-free goods ("removal and installation costs") only in accordance with the provisions set out in Sections 9.7 and 9.8.
7. Only those removal and installation costs are required within the meaning of Section 439 Paragraph 3 of the German Civil Code (BGB) which relate to the removal and installation or the attachment of identical products, which have arisen on the basis of standard market conditions and which are proven to the seller by the buyer by submitting suitable receipts at least in text form. The buyer is not entitled to advance payment for removal and installation costs. The buyer is also not permitted to unilaterally offset claims for reimbursement of expenses for removal and installation costs against purchase price claims or other payment claims of the seller without the consent of the seller. However, Section 7.8 remains unaffected. Claims by the buyer that go beyond the necessary removal and installation costs, in particular costs for consequential damage caused by defects such as lost profits including imputed profit surcharges, operating downtime costs or additional costs for replacement purchases are not removal and installation costs and are therefore not eligible for compensation as part of subsequent performance in accordance with Section 439 Paragraph 3 of the German Civil Code (BGB).
8. If the costs of subsequent performance, including the expenses claimed by the buyer within the meaning of Section 439 Paragraph 3 of the German Civil Code (BGB), are disproportionate - in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the lack of conformity - the seller is entitled to refuse subsequent performance and to reimburse these expenses.
9. Claims by the buyer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that these expenses increase because the goods were subsequently transported to a location other than the buyer's branch or to a location other than that agreed in the contract, unless the transport corresponds to the intended use of the goods.
10. In the case of unjustified complaints about defects, the buyer must reimburse the seller for the costs incurred as a result if the buyer has recognized or negligently failed to recognize that there is no defect, but that the cause of the defect complained of lies within his own area of ​​responsibility.
11. Claims for material defects expire after 30 days from delivery. This period does not apply if the law stipulates longer periods in accordance with Section 438 Paragraph 1 No. 2 (buildings and items for buildings), Section 438 Paragraph 3 (fraudulent concealment), Section 445 b Paragraph 1 (right of recourse) if the final purchaser is a consumer and Section 634a Paragraph 1 No. 2 (construction defects) of the German Civil Code (BGB).
12. Recourse claims pursuant to §§ 445 a, 478 BGB only exist if the buyer's claim was justified and only to the extent permitted by law, but not for goodwill arrangements made by the buyer that were not agreed with the seller. They also require the party entitled to recourse to observe its own obligations, in particular the obligation to give notice of defects.
13. The seller is liable for damages or reimbursement of wasted expenses for material defects in accordance with Section 10 (General Limitation of Liability). 

7. General Limitation of Liability 

1. The seller is liable in accordance with the statutory provisions if the buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of its representatives or vicarious agents. The seller is also liable for culpable breaches of essential contractual obligations in accordance with the statutory provisions. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner can regularly rely. If the seller is not accused of intent or gross negligence, liability for damages is limited to the foreseeable damage that typically occurs in contracts of this type. This does not involve a change in the burden of proof to the detriment of the buyer. Liability for culpable injury to life, body or health remains unaffected. Liability under the Product Liability Act also remains unaffected.
2. Any further claims for damages, regardless of the legal basis, are excluded. This also applies if the buyer demands compensation for wasted expenditure instead of the claim for compensation for damages instead of performance.
3. The statutory limitation periods apply to liability due to gross negligence and to claims for damages based on injury to life, body or health.
4. Furthermore, the limitation periods set out in Section 9.11 apply to claims for defects.

8. Sample drawings of special designs / rights of third parties

1. We reserve the property rights and copyrights to illustrations, drawings, sketches of other documents and samples – whether in paper form or in electronic form. They are to be returned on request and may not be passed on to third parties without our consent.
2. With the order, the customer assumes, assuming liability, that no third-party rights are violated by the manufacture prescribed by him (especially in the case of special designs according to the customer’s sketch). If a claim is made against us by a third party, the customer is obliged to release us from these claims upon first request. The obligation to indemnify relates to all expenses that we incur as a result of or in connection with claims by a third party.
3. Sample pieces are available for purchase. Custom-made products and samples are excluded from the return.

9. Copyright

1. The work results mentioned above are protected by copyright as a personal intellectual creation. This also applies if they lack the intellectual level of creation according to § 2 UrhG. In this case, the parties agree that all work results are subject to the rules of the Copyright Act (UrhG).
2. The customer is basically granted the simple right of use with regard to the work results. Any kind of change, duplication or reproduction, free of charge or transfer of the work results, their parts or their basic planning documents to third parties is prohibited. In exceptional cases, express consent can be given.

10. Termination of contract and services

1. In accordance with German Civil Code (Bürgerliches Gesetzbuch, BGB), Section 242, Section 273 BGB, Section 286 BGB, and Section 314 BGB:
2.  Good Faith: All parties must act in good faith, meaning they must give the other party a fair chance to resolve issues before taking extreme measures like termination. 
3.  Termination for Cause: Either party may terminate a contract without notice if there is a substantial breach of contract that justifies termination for cause. A substantial breach includes, but is not limited to, the failure to make payments within the agreed timeframe, failure to perform contractual duties, or any other significant breach of obligations under this contract. 
4. Discretion to Cease Operations: We reserve the right, at our sole discretion, to suspend, delay, or cease honoring ongoing operations, projects, or purchase orders if any outstanding payments or unsettled fees remain overdue. This action may be taken without prior notice and will remain in effect until the full settlement of all outstanding amounts.
5. No Additional Costs or Penalties to Us: In the event we choose to exercise this right, we will not be liable for any additional costs, penalties, or damages incurred by the customer as a result of the cessation of services, projects, or fulfillment of purchase orders. The suspension of services due to unpaid balances shall not entitle the customer to any compensation or reimbursement.
6. Customer Obligations: The customer remains fully responsible for the payment of any outstanding fees and balances as per the terms of the agreement, regardless of any suspension or cessation of operations. All previously agreed upon payment deadlines and amounts shall continue to apply.
7. Reinstatement of Services: Operations, projects, or purchase orders may only resume once all outstanding payments have been fully settled. We retain the right to determine the schedule and manner in which such services or projects are resumed, and we will not be liable for any delays resulting from the suspension due to overdue payments.
8. Breach of Agreement: Failure to settle outstanding amounts within the specified timeframe may result in the termination of the contract or agreement. In such cases, the customer remains liable for all payments due up until the point of termination, along with any costs associated with the cessation of services.
9.  Consequences of Termination: Upon termination, both parties are released from their obligations under the contract, except for those provisions that are intended to survive termination, such as payment obligations for services already rendered. The terminating party is entitled to recover any damages caused by the breach, in accordance with German law. 

11. Obligations of the customer

1. The customer appoints a contact person authorized to make decisions to us and, if necessary, a representative for all matters relating to the contractual relationship.
2. Before carrying out the transport, the customer must specify the goods to be moved in terms of quantity, type, weight and condition, in particular to inform them whether the goods to be moved contain dangerous goods. If a detailed description of the goods to be moved is not possible, the customer must grant us access to his premises to determine the scope of the goods to be moved.
3. The customer must provide us with comprehensive information in good time regarding the accessibility of the shipping and destination locations.
4. If the customer takes over the packaging and labeling of the goods to be moved, they must pack small parts in such a way that they can be loaded on the day the goods are transported without any significant delay. For a separate fee, we provide the customer with suitable transport containers.

12. Place of Performance, Jurisdiction, and Applicable Law 

1. The place of performance for deliveries and payments from contracts subject to these terms and conditions is the registered office of the seller.
2. The place of jurisdiction for all disputes arising between the parties from or in connection with contracts subject to these terms and conditions (including cheque and bill of exchange claims) is the head office of the seller, provided that the buyer is a merchant, a legal entity under public law or a special fund under public law. However, the seller is entitled to sue the buyer in any other court.
3. The relationship between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

Due to the current disruptions to global supply chains caused by the pandemic and the Russia-Ukraine conflict, the following additions/deviations to our General Terms and Conditions of Delivery apply:

1. Our obligation to deliver ordered goods is subject to the condition that we ourselves are supplied correctly and on time by our suppliers (self-supply reservation). If, despite our own efforts, it is impossible for us to procure and deliver the ordered goods, we can withdraw from the contract. The further procedure will then be determined in consultation with our customer.
   Claims for damages and consequential costs against us that could be asserted as a result of these delivery failures caused by withdrawal are hereby excluded.
2. In addition to the availability of goods, price stability is also subject to a high degree of uncertainty. We reserve the right to adjust the price of goods ordered from us even after the order has been placed or confirmed, provided that our suppliers have also adjusted their prices.