Terms and Conditions (B2B)

SMS sign media solutions GmbH
Nelly-Sachs-Straße 53
40764 Langenfeld
Germany

These Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

§ 1 Scope of Application, Contractual Basis

These Terms and Conditions apply to all contracts between SMS sign media solutions GmbH
(hereinafter referred to as the “Provider”) and its customers, exclusively to entrepreneurs
within the meaning of Section 14 of the German Civil Code (BGB).

Conflicting or deviating terms and conditions of the customer shall not apply unless their
validity has been expressly agreed in text form.

These Terms and Conditions shall also apply to all future business relationships with the customer.
Individual agreements and ancillary agreements require text form (e.g. email).

§ 2 Offers, Conclusion of Contract, Documents

Offers made by the Provider are subject to change and non-binding unless expressly designated as binding.
Orders placed by the customer constitute an offer within the meaning of Section 145 BGB.

The Provider is entitled to accept such offer within a period of two weeks.
Technical data, drawings, illustrations and performance descriptions are approximate
unless an express quality agreement has been made.

§ 3 Prices and Payment Terms

All prices are quoted ex works, plus packaging, shipping costs and statutory value-added tax.
Invoices are payable within 30 days net from the invoice date.

Cash discounts require a separate agreement in text form.
Rights of set-off or retention shall only exist if the counterclaims are undisputed
or have been legally established.

§ 4 Delivery, Delivery Periods, Force Majeure

Delivery periods are non-binding unless expressly agreed as binding.
Compliance with delivery periods requires timely cooperation by the customer.

Events of force majeure or other circumstances beyond the Provider’s control
shall reasonably extend the delivery period.
If such events last longer than two months, both parties shall be entitled to withdraw from the contract.

§ 5 Transfer of Risk, Partial Deliveries

The risk shall pass to the customer upon handover of the goods to the carrier.
Partial deliveries and early deliveries are permissible if reasonable for the customer.

§ 6 Warranty Rights

The customer is obliged to inspect the goods immediately and to notify any defects
in accordance with Section 377 of the German Commercial Code (HGB).

In the event of justified defects, subsequent performance shall be effected at the Provider’s discretion
by repair or replacement delivery.

The limitation period for warranty claims shall be 12 months from the transfer of risk,
insofar as legally permissible.

§ 7 Liability

The Provider shall be liable without limitation in cases of intent or gross negligence,
for injury to life, body or health, and under the Product Liability Act.

In cases of simple negligence, the Provider shall only be liable for breaches of essential contractual obligations,
limited to the foreseeable, contract-typical damage.

Liability for indirect damages, consequential damages or loss of profit is excluded to the extent legally permissible.
Liability shall be limited in amount to the value of the respective order.

§ 8 Retention of Title

The goods shall remain the property of the Provider until all claims arising from the business relationship
have been fully settled. The customer is entitled to resell the goods in the ordinary course of business
and hereby assigns the resulting claims to the Provider.

The Provider undertakes to release securities at the customer’s request
insofar as their realizable value exceeds the secured claims by more than 10%.

§ 9 Place of Jurisdiction, Applicable Law

The place of jurisdiction for all disputes arising from the contractual relationship
shall be the Provider’s registered office, insofar as legally permissible.
German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 10 Final Provisions

Should individual provisions of these Terms and Conditions be or become invalid,
the validity of the remaining provisions shall remain unaffected.