Our offers are non-binding and without obligation. This also applies if we provide the Buyer with catalogs, technical documentation ( e.g., drawings, plans, calculations, references to DIN standards ), other product descriptions, or documents—including in electronic form—over which we retain ownership and copyright.

The Buyer’s order of goods constitutes a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days / weeks of its receipt.

Acceptance may be declared either in writing ( e.g., via order confirmation ) or by delivering the goods to the Buyer.

Our delivery is subject to correct and timely self-delivery by our suppliers.

For collection or series products, goods of the same type and quality are delivered to fulfill the purchase contract. Minor variations in structure and color are considered customary in the trade.

If the Buyer’s cooperation is required for our service, delivery, execution, or completion deadlines will only begin once the required cooperation has been fulfilled.

For subsequent deliveries, deviations in structure, design, and function are unavoidable. Brochures, drawings, and dimensions are approximate and non-binding. We are entitled to make partial deliveries. The delivery time is individually agreed upon or specified by us when accepting the order.

If the agreed delivery date is exceeded by more than four weeks, the Buyer has the right to set a grace period of at least four weeks.

If the order is still not fulfilled, the Buyer may withdraw from the purchase contract by written declaration. The aforementioned deadlines shall only be waived by explicit written agreement.

Delivery is made ex-warehouse, which is also the place of performance for delivery and any subsequent performance. At the Buyer’s request, the goods can be shipped to a different destination ( sale by dispatch ). Shipping within Germany is free of shipping and packaging costs for orders exceeding a net value of €500. Below this amount, shipping and packaging costs of €12.90 will be charged. Shipping outside Germany will be charged based on actual costs. Unless otherwise agreed, we are entitled to determine the type of shipment ( in particular, the transport company, shipping method, and packaging ).

The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss, accidental deterioration of the goods, and the risk of delay passes to the Buyer as soon as the goods are handed over to the carrier, freight forwarder, or any other person or institution designated to execute the shipment. If an acceptance procedure is agreed upon, it shall determine the transfer of risk. Otherwise, the statutory provisions of contract law shall apply to an agreed acceptance. Handover or acceptance is deemed to have taken place if the Buyer is in default of acceptance.

If the Buyer is in default of acceptance, fails to cooperate, or delays our delivery due to reasons attributable to the Buyer, we are entitled to claim compensation for any resulting damages, including additional expenses ( e.g., storage costs ).

The Buyer’s rights in the event of material and legal defects ( including incorrect or insufficient deliveries as well as defective instructions ) are governed by statutory provisions unless otherwise specified below.

The Buyer must inspect the goods immediately upon delivery and report any material defects, incorrect deliveries, or quantity deviations without delay, but no later than one week after delivery, in writing. Otherwise, the delivery is deemed to be accepted without objection. This obligation applies to each partial delivery separately. Hidden defects must be reported immediately after discovery, but no later than twelve months after delivery. If the Buyer fails to conduct a proper inspection and/or provide a defect notification, our liability for the undisclosed, late, or improperly reported defect is excluded under statutory provisions.

If the delivered item is defective, we may choose whether to provide subsequent performance by remedying the defect ( repair ) or by delivering a defect-free item ( replacement ). If the chosen method of subsequent performance is unreasonable for the Buyer in an individual case, they may reject it. Our right to refuse subsequent performance under statutory conditions remains unaffected.

A return of delivered goods is generally excluded unless the goods were incorrectly delivered or not ordered. A defect notification does not entitle the Buyer to withhold due payments or refuse acceptance of further deliveries.

The Buyer must provide us with the necessary time and opportunity to fulfill the required subsequent performance, particularly by handing over the defective goods for inspection. In the case of a replacement delivery, the Buyer must return the defective item to us upon request in accordance with statutory provisions; however, the Buyer does not have an independent right to return.

We will bear or reimburse the costs required for inspection and subsequent performance—especially transport, travel, labor, and material costs—according to statutory regulations and these GTC if a defect is actually present. Otherwise, if the Buyer’s defect complaint is unjustified and they knew or should have known that no defect existed, we may demand reimbursement of the costs incurred.

We are liable for damages, regardless of the legal basis, only in the following cases:

• In cases of intent,
• In cases of gross negligence ( liability for gross negligence is limited to the typical, foreseeable damage ),
• Under a warranty for injury to life, body, or health,
• Under liability in accordance with the Product Liability Act,
• In the event of culpable violation of a material contractual obligation.

Contractual and non-contractual claims for damages by the Buyer arising from our slightly negligent breach of duty are excluded. This does not apply if an obligation essential for achieving the contractual purpose has been breached; however, in such cases, our liability is limited to the typical, foreseeable damage. The above limitations do not apply to damages resulting from injury to life, body, or health. Mandatory statutory liability provisions remain unaffected.

The liability limitations outlined above also apply to third parties as well as in the event of breaches of duty by persons ( including those benefiting from them ) for whom we are legally responsible.

They do not apply if a defect has been fraudulently concealed, if a warranty for the quality of the goods has been assumed, or for claims by the Buyer under the Product Liability Act.

The delivered goods remain our property ( “retained goods” ) until full payment of all outstanding claims arising from the business relationship.

If a current account exists within the business relationship, this applies until the settlement of the respective outstanding balances. Goods subject to retention of title may neither be pledged nor transferred as security to third parties before full payment of the secured claims. The Buyer must notify us immediately in writing if an application for insolvency proceedings is filed or if third parties ( e.g., through seizure ) access goods belonging to us.

Until revoked in accordance with section ( c ) below, the Buyer is authorized to resell and/or process the retained goods in the ordinary course of business. In this case, the following additional provisions apply:

( a ) The retention of title extends to the products resulting from the processing, mixing, or combination of our goods at their full value, whereby we are considered the manufacturer. If third-party ownership rights remain after processing, mixing, or combining with their goods, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. The same provisions apply to the resulting products as to the retained goods.

( b ) The Buyer hereby assigns to us all claims against third parties arising from the resale of the goods or products, either in full or in the amount of our co-ownership share as defined above, as security. We accept the assignment.

( c ) The Buyer remains authorized to collect the assigned claims alongside us. We undertake not to collect the claim as long as the Buyer meets their payment obligations to us and there is no impairment of their financial capacity. However, if this is the case, we may demand that the Buyer disclose the assigned claims and their debtors, provide all necessary information for collection, hand over relevant documents, and inform the debtors ( third parties ) of the assignment. Additionally, in this case, we are entitled to revoke the Buyer’s authority to resell and process the retained goods.

( d ) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

( e ) We are entitled to assign claims from our business terms and conditions.

The Buyer shall distribute our products only to resellers who possess the necessary knowledge, facilities, and service capabilities. Transactions with customers who provide interfaces to open online marketplaces are excluded from the distribution rights. The Buyer is not permitted to involve a third party that merely redirects our products to other e-commerce platforms.

If events and circumstances beyond our control occur, such as natural disasters, epidemics, pandemics, labor disputes, unforeseen shortages of labor, raw materials, energy, or auxiliary materials, transportation and operational disruptions, fire and explosion damage, strikes, lockouts, war, political unrest, terrorist acts, government orders, and all other cases of force majeure, which reduce the availability of goods so that we cannot fulfill our contractual obligations (considering other internal or external delivery commitments), we shall be released from our contractual obligations for the duration of the disruption and to the extent of its effects, and we shall not be required to procure the goods from third parties. The above regulation also applies if such events and circumstances make the execution of the affected business economically unfeasible for us or if they occur at our upstream suppliers. If these events persist for more than three months, we are entitled to withdraw from the contract. In cases of temporary obstacles, the delivery or performance deadlines shall be extended, or the delivery or performance dates shall be postponed by the duration of the disruption plus a reasonable start-up period.

We may demand full prepayment of the purchase price or withdraw from the contract if we become aware of circumstances that raise doubts about the Buyer’s creditworthiness.
The filing of an application for insolvency proceedings, the submission of an affidavit of financial status, or a known deterioration in financial conditions entitles us to immediately cease deliveries.
We are not obligated to accept a withdrawal from the contract by the Buyer. If we agree to the withdrawal, we may claim compensation for damages.

Unless otherwise agreed in an individual case, our prices valid at the time of contract conclusion shall apply, ex-warehouse, plus the applicable statutory VAT. In principle, invoices are due for payment within 14 days from the invoice date. However, we are entitled, even in an ongoing business relationship, to require prepayment for a delivery in whole or in part at any time. We will communicate such a requirement no later than in the order confirmation.

Upon the expiration of the above payment period, the Buyer shall be in default. The purchase price shall bear interest at the statutory default interest rate during the period of default. We reserve the right to claim further damages for default. Our claim to the commercial maturity interest (Sec. 353 German Commercial Code – HGB) remains unaffected for merchants. Bills of exchange and checks are considered payment only upon their encashment and the expiration of the waiting period. Bills of exchange may only be issued with our consent.
If installment payments have been agreed upon and the Buyer falls more than 10 days behind on a payment, the entire outstanding amount shall become due immediately. The Buyer is not entitled to withhold payment or offset it against any counterclaims. We are not obliged to provide any further services until the Buyer’s account balance has been fully settled. If the Buyer is in default with any payment obligations to us, all outstanding claims become immediately due. The Buyer is only entitled to set-off or retention rights if their claim is legally established or undisputed. In the event of defects in the delivery, the Buyer’s rights remain unaffected.

The Buyer undertakes to treat all technical and commercial information related to the goods, as well as other information, including technical and commercial trade secrets, as confidential. This applies to information that is either explicitly marked as confidential or must be considered confidential due to the circumstances under which it was provided or became known to the Buyer (hereinafter collectively referred to as “Know-How”). The Buyer shall not disclose or make such information accessible to third parties, especially competitors.
This confidentiality obligation does not apply to information that:

• was demonstrably known to the Buyer through written records, documentation, or other evidence at the time it was provided by us, without such knowledge resulting from a breach of confidentiality obligations;
• became publicly available without any involvement of the Buyer;
• was provided to the Buyer without any confidentiality obligation by a third party who did not obtain it directly or indirectly from us.

We retain all rights to the Know-How. This confidentiality obligation remains in effect even after the contractual obligations between the Buyer and us have been fulfilled.
The Buyer undertakes to protect our business activities and agrees that compensation for damages would not adequately remedy a breach of this confidentiality obligation. Furthermore, the Buyer acknowledges that any actual or threatened breach of this confidentiality obligation would cause us irreparable harm. Consequently, we are entitled, in addition to any legal claims and remedies, to seek an injunction against any actual, threatened, or continuing breach of this confidentiality obligation if we can demonstrate that such a breach could cause harm, without being required to prove actual damages.

The Buyer is hereby informed that we process personal data in accordance with our “Data Protection Information for Business Partners/Customers” as well as our Privacy Policy. The latest version of the Privacy Policy is available at https://united-brands.com/en/datenschutz/.

If any of the above provisions are found to be wholly or partially invalid, the validity of the remaining provisions shall not be affected. The place of performance and jurisdiction is our registered office or, at our discretion, Frankfurt am Main.
The relationship between us and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). In case of doubt, customary trade clauses shall be interpreted in accordance with the Incoterms published by the International Chamber of Commerce (ICC) in Paris, in the version valid at the time of contract conclusion.

As of January 2025