General Terms and Conditions

§ 1 Scope

(1) media impuls GmbH & Co. KG (hereinafter “Contractor”) offers various warehousing and logistics services as well as textile finishing services (hereinafter referred to as “fulfillment services”).

(2) Fulfillment services are:

1. goods receipt and incoming inspection,
2. warehousing,
3. textile finishing (flocking),
4. picking and goods issue,
5. shipping and
6. returns processing.

(3) These General Terms and Conditions (GTC) apply to all fulfillment services of the Contractor.

(4) Any services going beyond this are agreed between a customer, hereinafter referred to as “Client”, and the Contractor by individual agreement, at least in text form.

(5) The handling of a contract concluded between the Client and a third party, in particular a contract of sale, is not the subject matter of the contract.

(6) These logistics GTC do not apply to contracts with consumers within the meaning of Section 13 of the German Civil Code (BGB).

(7) If a Client refers to the inclusion of its own terms and conditions of business or purchase, these are hereby rejected.

§ 2 General rights and obligations

(1) At the request of a contracting party, each contracting party shall name one or more contact persons for the receipt of information, declarations and enquiries for the performance of the contract and shall notify the other party of their names and contact addresses. This information must be updated if it changes. If a party does not designate a contact person, the person who concluded the contract for logistics services on behalf of that party shall be deemed the contact person.

(2) Documents created and storable electronically or digitally are equivalent to written documents, unless the written form is required by law. In addition, each party is entitled to archive written documents only electronically or digitally and to destroy the originals in compliance with the statutory provisions.

(3) If agreed between the Client and the Contractor, the parties will transmit and receive shipment data, including invoicing, via EDI (electronic data interchange)/remote data transmission. The transmitting party bears the risk of loss and of the accuracy of the transmitted data. Where such an agreement exists, the parties shall ensure that their own IT system is operational and that the usual security and control measures are carried out in order to protect the electronic data exchange against access by third parties and to prevent the alteration, loss or destruction of electronically transmitted data.

(4) Each party is obliged to notify the other party in good time of changes to its IT system that may affect the electronic data exchange.

(5) The Contractor provides services on working days between 09:00 and 17:00 Central European Time (CET, UTC +1). Goods receipt hours are Monday to Friday from 09:00 to 15:00. There is no operation on the part of the Contractor on public holidays. The Contractor will inform the Client at the beginning of the year of the dates of further closing days due to bridge days and staff meetings.

(6) The Contractor does not accept the following goods and items into its warehouse:

• dangerous goods/hazardous substances; only after consultation with the operations management and the occupational safety specialist and submission of the valid safety data sheets
• weapons, explosives
• hanging garments
• temperature-controlled goods
• live goods
• medicinal products
• items emitting odours, after prior consultation
• articles and documents glorifying violence, pornographic, racist, extremist or discriminatory

(7) The Client expressly assures the Contractor that the goods and articles delivered by it, together with their packaging, are not subject to any prohibition on joint loading or joint storage. The Client further guarantees that the articles and their packaging pose no danger to the environment, people or other property, even if damaged. The Client is fully liable for all damage and costs arising from a breach of this assurance and shall indemnify the Contractor against all resulting claims by third parties.

(8) The Contractor checks the delivery for compliance with the prohibitions at the latest upon goods receipt. In the event of any non-compliance, the Contractor will refuse goods receipt and inform the Client accordingly. The articles will then be made available for collection. The resulting costs shall be borne by the Client. If collection does not take place despite a further request and the setting of a deadline, the Contractor will have the goods disposed of properly at the Client’s expense.

(9) The Client hereby declares that, for goods subject to a statutory age restriction (e.g. FSK, the German film industry’s voluntary self-regulation body), it has set up a reliable age verification system that meets the requirements of the highest court rulings for a two-stage age verification procedure. For this purpose, the identity and age of the Client’s customer are first checked by the Client as part of the ordering process.

(10) The parties are obliged to treat as confidential all non-public information that becomes known to them in the course of performing the contract for logistics services. The information may be used exclusively for the purpose of providing the services. The parties shall impose this confidentiality obligation on other persons whom they engage in fulfilling their contractual obligations.

(11) The Contractor is entitled to use subcontractors to fulfil its contractual obligations. The Contractor remains responsible for the proper fulfilment of the contractual obligations. The Contractor will inform the Client of the subcontractors used upon request.

§ 3 Goods receipt

(1) The Client delivers the goods in cartons or other equivalent small load carriers, sorted by article and labelled with barcodes on the outside. If there is no barcode or the cartons or small load carriers are not sorted by article, the effort involved will be charged separately in accordance with the price list.

(2) The goods are delivered at the Client’s expense and risk. The transport risk up to the acceptance of the goods by the Contractor at the agreed place of delivery is borne exclusively by the Client. This also applies if the Contractor organises the transport at the Client’s request. The risk passes to the Contractor only when the Contractor takes receipt of the goods at the place of performance.

(3) Each shipment must be accompanied by a delivery note with the following information:

• delivery address
• supplier
• article description
• quantity delivered
• number of packages/number of pallets
• backorder quantity, if any
• It must be visible on the outside of the packages/pallets where the accompanying delivery note is located. The delivery note must be issued without prices.

(4) The following requirements apply to quantities and weights:

• Articles must be delivered in fixed, verifiable quantities (delivery units).
• Exception: residual quantities with corresponding marking on the outer packaging.
• Each delivery must be secured against slipping and damage by an outer carton, shrink film or banding.
• Pallets must not be overhanging at any point. Pallets and cartons must be adequately secured against transport damage.

(5) Labelling: the visible side of the outer cartons must be clearly labelled as follows:

• article description
• supplier article number
• package contents
• EAN barcode

(6) The Client shall provide the Contractor with all relevant data, in particular article master data and dimensional data (L x W x H, weight), in electronic form seven days before goods receipt. This data is forwarded to the Contractor as part of the article activation for the fulfillment services. If this data is missing, it will be collected by the Contractor for a fee and invoiced to the Client.

(7) Unless the delivery is made by parcel, the Client or the forwarder it has commissioned must notify the Contractor of the actual physical delivery in writing or at least in text form (email).

(8) Deliveries that have not been notified to the Contractor in accordance with this procedure may be refused by the Contractor. In this case, the Contractor is not obliged to accept the goods.

(9) When unloading, the Contractor checks the packages for completeness and identity as well as for externally visible damage. Damaged packages will not be accepted by the Contractor and must be taken back by the Client at its own expense. In the event of damage, the Contractor will take photos and send them to the Client by email. Excess quantities of up to 15% per article may be received for a fee. Further excess quantities must be registered by the Client for receipt and approved by the Contractor. The Contractor does not carry out any further inspection of the goods, in particular no inspection of goods pursuant to Section 377 of the German Commercial Code (HGB).

(10) Euro pallets are exchanged concurrently. No pallet account is kept. Disposable pallets that are not collected will be disposed of at the Client’s expense.

(11) The articles are delivered on load carriers sorted by article. The Contractor only accepts cartons sorted by article or (mixed) pallets consisting of cartons sorted by article. A delivered pallet is deemed to be a mixed pallet if there are at least two different articles on the pallet. In this case, the goods receipt service is invoiced on a per-carton basis.

(12) Each delivered article/packaging unit must be labelled with a barcode applied to the outside. Once put-away is complete, the articles are available in stock. If a barcode is missing, the Contractor will create it and apply it to the article for a fee.

(13) Notified goods receipts are processed within two working days (Mon–Fri).

(14) Goods receipts that can no longer be processed on the same day are added to the daily order volume of the next working day.

§ 4 Storage, stocktaking and lien

(1) Storage is carried out with one article per storage location.

(2) The Contractor carries out an annual stocktaking on a reporting date in consultation with the Client and provides the Client with the inventory list. This is notified to the Contractor in writing at least 4 weeks in advance. The time required for this is charged by the Contractor at the agreed hourly rates.

(3) The Contractor reserves the right to carry out a further stocktaking at the Client’s expense upon termination of the contractual relationship with the Client.

(4) During stocktaking, movements of goods, put-away, picking or order processing are excluded.

(5) The system of record for stock is the Contractor’s warehouse management system. Discrepancies found during stocktaking compared with the target stock in the warehouse management system are recorded and reported to the Client. This also applies to all stock corrections during the year (plus or minus) that were not initiated by the Client. The Client is provided with the count results for all stock units with stock, even if no discrepancies have occurred.

(6) For all due claims arising from the contractual relationship, the Contractor has a contractual lien on the Client’s goods and articles in its power of disposal. This lien also extends to claims from the business relationship that are not connected with the pledged goods, including storage, transport, picking and shipping costs, but only insofar as these claims are undisputed or have been established by a final court decision. After a period of two weeks following written notice of the intended realisation of the lien and notification of the Client, the Contractor is entitled to sell the goods privately. The proceeds of the sale shall be credited against the Client’s liabilities; any surplus shall be paid out. The statutory provisions apply to the realisation of the lien, with the proviso that the period of one month specified in Section 1234 BGB is replaced by a period of one week. The Client is entitled to prohibit the exercise of the lien if it grants the Contractor security of equivalent value with regard to its claims (e.g. an absolute bank guarantee). If, in the course of providing fulfillment services, the Contractor also has to transfer ownership of items to the Client, these items remain the property of the Contractor until all claims of the Contractor against the Client arising from the business relationship have been settled (extended retention of title).

§ 5 Picking and packaging by the Contractor

(1) The Contractor will take the articles required for an order from the warehouse and pack them in a shipping carton. The Contractor shall pack an article in such a way that it can be delivered as a parcel without damage. The accompanying documents sent by the Client (delivery note, etc.) are enclosed.

(2) The Contractor uses neutral packaging in accordance with the quotation or agreement. If the Client wishes its articles to be packed differently, it must provide the Contractor with sufficient quantities of this packaging in various sizes. The carton is sealed with neutral adhesive tape and the address label or shipping label is applied. If the carton is to be sealed differently and a special sender label is to be used for an additional charge, the Contractor must be provided with sufficient quantities of the corresponding materials.

(3) For an additional charge, the Contractor will pack the articles of an order in several parcels if the volume of these articles exceeds the largest available shipping carton or if the total weight exceeds the maximum permissible weight of a parcel.

(4) The order volume transmitted by the Client on a given day is picked by the Contractor in any order. Orders transmitted by 12 noon on a given day are generally picked and shipped on the same day, all others by the following working day (Monday to Friday), provided the orders are received by 16:00 Central European Time (UTC +1). Order volumes that can no longer be processed on the same day are added to the daily order volume of the next working day.

(5) There is no entitlement to processing and delivery on the day the order is received or otherwise within a specified delivery time.

§ 6 Goods issue

Before loading, the identification code of each parcel is scanned. The Contractor sends the Client a confirmation of order processing together with the option of tracking the shipment, provided the Client has chosen a trackable shipping method.

§ 7 IT and communication structure

(1) The Client transfers all order-related data to the IT system provided by the Contractor via an interface.

(2) If faults occur within the IT system provided by the Contractor, either at the Client or at the Contractor, the parties are obliged to notify the other party of the faults immediately.

§ 8 Transport

(1) Unless the shipping route and means of transport have been agreed separately with the Client, the Contractor may choose the most favourable option for itself for the shipping route and means of transport. In making this choice, the Contractor will take into account the Client’s readily recognisable interests.

(2) The place of performance is the place of handover to the delivery service. The risk for the picked goods passes upon handover to the delivery service.

(3) The Contractor is entitled to make reasonable partial deliveries. Shipping is at the Client’s expense; shipping costs are invoiced to the Client separately.

§ 9 Remuneration and invoicing

(1) The Contractor prepares an individually tailored quotation for the customer. The quotation is based on the current price list.

(2) The Contractor is entitled to adjust prices at its reasonable discretion (Section 315 BGB) with six weeks’ notice in text form, insofar as and to the extent that the costs relevant to the provision of services (in particular personnel, energy, rent and transport costs as well as public charges) have changed after conclusion of the contract; the Contractor takes cost reductions into account according to the same standards as cost increases. If the price increase amounts to more than 5% compared with the price last applicable, the Client may terminate the contract in text form with two weeks’ notice, effective as of the date on which the adjustment takes effect; the Contractor will point this out in the notice. The first price adjustment may take place no earlier than one month after the start of the collaboration. All prices are subject to statutory VAT. All prices are based on the fiscal and regulatory conditions applicable at the time the contract was concluded (e.g. tolls, minimum wage, tax changes, changes to collective agreements, etc.).

(3) Changes that are beyond the Contractor’s control and affect the services or prices under this contract may be invoiced by the Contractor according to their cause after exercising its discretion.

(4) Price increases for CEP services (courier, express and parcel services) that are beyond the Contractor’s control (e.g. increases in the current conditions at DHL, GLS, DPD, etc.) may, after exercising discretion, be invoiced as an increase in the conditions charged for these services.

(5) Invoicing is carried out monthly by the Contractor by sending the invoice to the Client. The Client must settle the invoice within fourteen (14) days (without deduction of a cash discount). Invoices are sent by email. The payment period begins upon receipt of the invoice.

(6) In the event of default in payment, default interest of 9 percentage points above the base interest rate and a default lump sum of EUR 40 pursuant to Section 288 (5) BGB will be charged. The right to claim further damages for default is reserved.

(7) The Client may only set off against or assert a right of retention on the basis of claims that are undisputed or have been established by a final court decision. A right of retention may only be exercised if the counterclaim is based on the same contractual relationship.

§ 10 Client’s duties to cooperate, end-customer calls, obstacles to performance

(1) The Client undertakes to support the Contractor’s services required to fulfil the contract. In particular, the Client creates all conditions necessary for the provision of the services. This includes in particular that the Client:

1. is the owner of the articles, whereby the Client shall notify the Contractor immediately of any changes in ownership,
2. registers the warehouse as an external warehouse with its insurer,
3. provides the previously agreed minimum stock levels of its articles and gives written instructions for the handling of different articles (if necessary),
4. provides instructions in writing or in text form for the handling of returns and refunds to end customers,
5. registers goods receipts with the Contractor in writing or in text form via the system or by email, so that the Contractor can notify the Client or the forwarder of a delivery time window (day and time),
6. delivers the articles sorted by article – if the delivery is not sorted by article, the Contractor is free to refuse goods receipt and to make the shipment available for collection by the Client,
7. addresses support requests exclusively to the support email address provided to it,
8. accepts that any conversations and telephone calls between the end customer and the Contractor will be invoiced to the Client separately in 15-minute increments,
9. helps to clarify stock discrepancies and, if necessary, provides the necessary personnel and technical resources as well as the necessary information.

(2) Obstacles to performance that cannot be attributed to the sphere of risk of either contracting party release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect, and extend validly agreed deadlines accordingly. Obstacles to performance include strikes and lockouts as well as other lawful industrial action, force majeure, civil unrest, acts of war or terrorism, official measures and sovereign orders, pandemics and epidemics, cyber attacks, energy crises and supply shortages – including at external suppliers – as well as other unforeseeable, unavoidable and serious events.

(3) In the event of a release under paragraph (2), each contracting party is obliged to inform the other party without delay and to keep the effects for the other party as low as reasonably possible.

§ 11 Special provisions for textile finishing and flocking

(1) Properties of the textiles: The textiles supplied by the Client must be suitable for finishing by flocking, printing or similar processes. The Client is obliged to inform the Contractor in writing or in text form of the exact properties of the textiles (in particular material, composition, pre-treatments). The Contractor accepts no liability for damage or quality defects resulting from the textiles being unsuitable for the desired finishing method.

(2) Tolerances in finishing work: In finishing work, minor deviations in colour, size and position within customary industry tolerances are permissible and do not constitute a defect. In particular, the following tolerances apply:

1. positional deviations of up to 3 mm
2. size deviations of up to 5% of the overall size of the design
3. minor colour deviations between the electronic design and the finished product
4. differences in colour appearance depending on the properties of the textile

(3) Sample and approval: On request, the Client receives a sample for approval before larger quantities are produced. By approving the sample, the Client accepts the quality and execution as being in accordance with the contract. If no express approval is given, the sample shall be deemed approved five working days after receipt by the Client, unless a complaint is made; when sending the sample, the Contractor will expressly point out this deadline and the significance of the Client’s silence.

(4) Reject rate: In textile finishing, a reject rate of up to 3% of the total quantity is customary in the industry and must be accepted by the Client. This reject rate is taken into account in the calculation and invoicing. For custom productions or particularly demanding finishing techniques, the reject rate may be higher; in this case the Contractor will inform the Client in advance.

(5) Liability for finishing work: In addition to the general limitations of liability under § 12 of these GTC, the following applies to textile finishing work: the Contractor is not liable for damage or impairments caused by the properties of the textiles provided by the Client, such as colour changes, shrinkage, distortion or similar material-related reactions during finishing. In the event of loss of or damage to the textiles handed over for finishing, the Contractor’s liability is limited to the replacement value of the unfinished textiles.

(6) Copyrights and rights of use: The Client guarantees that it holds all necessary rights to the designs, logos, lettering or other templates submitted for finishing. It shall indemnify the Contractor against all third-party claims for infringement of industrial property rights, copyrights, trademark rights or personality rights. The Contractor is entitled to depict the items produced for reference purposes, unless the Client expressly objects.

(7) Retention of templates and tools: The Contractor retains print templates, designs and special tools made for the Client’s finishing work for a period of six months after the last order. After this period has expired, these materials may be disposed of without further notice, unless otherwise agreed in writing.

§ 12 Liability

(1) The Contractor is liable without limitation for damage resulting from injury to life, body or health based on an intentional or negligent breach of duty by the Contractor, its legal representatives or vicarious agents.

(2) The Contractor is liable without limitation for other damage insofar as this is based on an intentional or grossly negligent breach of duty by the Contractor or its legal representatives. In the case of grossly negligent breaches of duty by ordinary vicarious agents, liability is limited to the foreseeable damage typically occurring.

(3) Liability for the slightly negligent breach of material contractual obligations (cardinal obligations) is limited to the typical, foreseeable damage, but not exceeding the value of the goods concerned or three times the remuneration payable for the service concerned, whichever is higher. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.

(4) Otherwise, liability for slight negligence is excluded; to this extent, this also includes liability for lost profits, indirect damage, consequential damage and non-material damage. Liability under the German Product Liability Act, in the event of a guarantee being given and in the case of fraudulently concealed defects remains unaffected.

(5) The Contractor is not liable for ordinary shrinkage (differences between book stock and actual stock), differences in quantity and weight within customary commercial tolerances, or for inventory differences that arise despite reasonable care and customary security measures. Liability for minor inventory differences (up to 0.5% of the average monthly stock per article) is excluded, unless the difference is due to intent or gross negligence on the part of the Contractor, its legal representatives or vicarious agents. In the case of valuable goods, the Client is obliged to declare them accordingly and to inform the Contractor so that suitable security measures can be taken.

(6) Upon handover of the goods as a consignment or parcel to the respective forwarders or CEP service providers, the risk also passes to the respective service providers. From this point on, the provision of services is subject to the respective terms and conditions of the service providers. From this point on, the Contractor is liable neither for damage nor for loss; the Contractor’s liability for the careful selection of the respective service provider and any mandatory statutory liability as forwarder or carrier remain unaffected.

(7) Liability is excluded insofar as the errors originate in the Client’s sphere of responsibility, such as incorrect product descriptions or defective products.

(8) The above limitations of liability also apply in favour of the Contractor’s legal representatives and vicarious agents.

(9) Claims for damages become time-barred within one year from the statutory start of the limitation period. This does not apply to claims based on intent or gross negligence, to liability for damage resulting from injury to life, body or health, or to claims under the German Product Liability Act.

§ 13 Contractor’s right to indemnification and product liability

(1) The Contractor is entitled to reimbursement of expenses that it could consider necessary in the Client’s interest under the circumstances and for which it is not responsible.

(2) The Client shall, upon request, release the Contractor from expenses such as maintenance, repair, servicing and disposal costs, customs duties, taxes, fees and other charges levied on the Contractor, in particular as the party entitled to dispose of or as the possessor of third-party goods, if the Contractor is not responsible for them.

(3) The Client shall indemnify the Contractor and its vicarious agents against all claims by third parties, including its insurer, and other costs under the German Product Liability Act and other provisions protecting third parties, unless the third party’s claim is based on a culpable breach of duty by the Contractor or its vicarious agents. If the Client has insured its liability risk under the German Product Liability Act with a deductible, it will reimburse the Contractor for this deductible in the event of a claim to be settled by the Contractor.

(4) If and to the extent that the Client insures the stocks of goods that are the subject of a contract under § 1 of these GTC against transport risks or against fire, burglary, storm, hail, flood, earthquake and water damage, the Contractor shall be included in the insurance cover as an insured person, but not as a representative of the Client. If the Client does not have such insurance cover, it must inform the Contractor of this in good time for the Contractor’s own risk assessment.

(5) The indemnification obligation under paragraph 3 also includes in particular claims asserted against the Contractor in its capacity as a fulfillment service provider on the basis of Directive (EU) 2024/2853 on liability for defective products or the respective national implementing provisions or Regulation (EU) 2023/988, including the reasonable costs of legal defence and the costs of any recall, insofar as the Contractor is obliged to do so by the authorities or by law. The Client will inform the Contractor without delay of any claims asserted and support it comprehensively in defending against them.

(6) For the duration of the contract and for a period of three years after its termination, the Client shall maintain product liability insurance with cover for the European Economic Area and a sum insured of at least EUR 5,000,000.00 per insured event, as a lump sum for personal injury and property damage, and shall prove the existence and continuation of the insurance cover to the Contractor upon request by means of a confirmation from the insurer.

§ 14 Product conformity, EU responsible person and registration obligations

(1) The Client is solely responsible for the legal marketability and conformity of the goods it delivers. In particular, it ensures that the goods and their packaging comply with the applicable product safety, labelling, chemicals and environmental regulations, in particular Regulation (EU) 2023/988 on general product safety (GPSR), Regulation (EU) 2019/1020 (market surveillance) and the relevant product-specific regulations (e.g. Regulation (EC) No 1223/2009 on cosmetic products, ProdSG, ElektroG, BattG).

(2) If the Client is not established in the European Union, it must, before the fulfillment services begin, appoint an economic operator or responsible person established in the Union within the meaning of Art. 16 of Regulation (EU) 2023/988 in conjunction with Art. 4 of Regulation (EU) 2019/1020 – for cosmetic products, a responsible person under Art. 4 of Regulation (EC) No 1223/2009 – notify the Contractor of their name and contact details in text form and prove the mandate upon request. The Contractor does not assume these functions; in particular, it does not become an economic operator, authorised representative, importer or responsible person within the meaning of the aforementioned regulations, unless this has been expressly agreed separately in writing.

(3) The Client ensures that the authorised representative appointed under paragraph 2 is also appointed as authorised representative within the meaning of Directive (EU) 2024/2853 on liability for defective products or the respective national implementing provisions and remains appointed for the duration of the contract. The Client must notify the Contractor without delay in text form if the appointment or the mandate ceases and must arrange a replacement appointment without delay.

(4) Before the start of services, unprompted, and thereafter upon request, the Client shall provide the Contractor with proof of:

1. its registration in the packaging register LUCID and the participation of the packaging subject to system participation in a scheme under the German Packaging Act (VerpackG), stating the registration number;
2. where applicable: registration under the ElektroG (stiftung ear) and the BattG or the appointment of an authorised representative under Section 8 ElektroG;
3. where applicable: further required registrations, notifications or reports (e.g. notification of cosmetic products in the Cosmetic Products Notification Portal – CPNP).

The Client must notify the Contractor of any changes without delay in text form.

(5) As a fulfillment service provider, the Contractor is legally obliged to provide its services only to clients that comply with their registration and system participation obligations under the VerpackG. The Contractor is therefore entitled to refuse or suspend the acceptance, storage, picking and shipping of goods as long as and to the extent that the appointments, registrations or proofs required under this clause are not available or have subsequently ceased to apply. The Contractor’s claims to remuneration, in particular for storage, remain unaffected; additional costs arising from the suspension shall be borne by the Client, unless it is not responsible for the reason for the suspension.

(6) If the Client fails to fulfil its obligations under this clause despite a warning and the setting of a reasonable grace period, the Contractor is entitled to terminate the contract for cause.

§ 15 Term and termination of the contract

(1) The term of the contract ends upon termination.

(2) Both parties may terminate the contract with three (3) months’ notice to the end of a month. Compliance with the notice period is determined by the receipt of the notice of termination by its recipient.

(3) The right of the parties to extraordinary termination without notice for good cause remains unaffected. Good cause includes in particular:

1. insolvency or the initiation of insolvency proceedings against either party;
2. a not insignificant breach of obligations under this contract or under individual transactions concluded on the basis of this contract, if the breaching party does not restore fulfilment of the contractual obligations within a reasonable period set for it (maximum one month).
3. the continued absence of the appointments, registrations or proofs required under the clause “Product conformity, EU responsible person and registration obligations” despite a warning and the setting of a reasonable grace period.

(4) Any remaining goods of the Client will be removed from storage by the Contractor at the end of the contract and returned to the Client or to a third party designated by the Client. The Client bears the costs of the return transport or disposal. Return transport is at the Client’s risk. The Contractor is not liable for loss of or damage to the goods during return transport, unless the Contractor caused the loss or damage intentionally or through gross negligence.

§ 16 Price adjustments

(1) Agreements on prices and services always relate only to the services expressly listed and to an essentially unchanged order volume or quantity structure. They presuppose, on the one hand, unchanged data processing requirements, quality agreements and procedural instructions and, on the other hand, unchanged energy and personnel costs as well as public charges.

(2) If the conditions described in paragraph 1 change, either contracting party may request negotiations on an adjustment of the contract with effect from the first day of the month following the request for adjustment, unless the changes were known to the contracting party requesting the adjustment at the time the contract was concluded. The contract adjustment shall be based on the demonstrable changes, including rationalisation effects.

(3) If the contracting parties do not reach an agreement within a period of one month after the contract adjustment was requested, the contract may be terminated by either party with one month’s notice if the contract term is up to one year, or with three months’ notice if the term is longer, in each case to the end of a month. This notice of termination must be received in text form within one month after at least one party has declared that the contract adjustment has failed.

§ 17 Amendments to the GTC

(1) The Contractor is entitled to amend the provisions relating to the service to be provided at its reasonable discretion, taking into account technical requirements and market conditions, insofar as this is reasonable for the Client.

(2) The Contractor will offer the Client other amendments to these GTC in text form at least six weeks before they are due to take effect. They are deemed approved if the Client does not object in text form by the time they take effect, provided the amendment is necessary to adapt to changed legal, regulatory or technical conditions and the balance between performance and consideration is not shifted to the Client’s disadvantage; all other amendments require the Client’s express consent. In the notice of amendment, the Contractor will specifically point out to the Client its right to object and the significance of its silence. If the Client objects, either party may terminate the contract in text form with one month’s notice to the end of a month.

§ 18 Final provisions

(1) The legal relationships between the Contractor and the Client or its legal successors are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising from the business relationship between the Contractor and the Client is the Contractor’s registered office.

(3) Should individual provisions of the contract concluded between the parties be invalid or contradict statutory provisions, the remainder of the contract shall not be affected. The contracting parties shall by mutual agreement replace the invalid provision with a legally valid provision that comes closest to the economic meaning and purpose of the invalid provision. The above provision applies accordingly to any gaps in the provisions.

(4) Amendments and additions to the contract must be in writing to be effective. This also applies to any amendment of this written form clause itself. The written form requirement does not apply to individual agreements between the parties after conclusion of the contract that are documented at least in text form.

(5) These GTC are drawn up in German and English. The English version is for information purposes only; in case of doubt and in the event of discrepancies between the versions, the German version alone shall prevail.