MARBURGER TAPETENFABRIK J.B.Schaefer GmbH & Co KG
General Terms and Conditions of Delivery and Payment September 2020

1. General
   • All deliveries and sales shall be made vis- à-vis companies within the meaning of § 14 BGB (Civil Code), hereinafter referred to as “Buyers”, exclusively based upon the following terms, even if in its order or confirmation the Buyer refers to other terms. Any deviating, conflicting or supplementing general terms and conditions of the customer shall only become an integral part of the contract if and to the extent that we consent to their applicability in writing. This consent requirement shall also apply if we conclude a contract with the customer although aware of its general terms and conditions. This is without prejudice to the supremacy of individual agreements.
   • In case of current business relationships, these terms shall also apply to future deliveries and sales without any extra consignment of or reference to these terms. The terms shall be made available in their latest applicable version on our website (marburg.com).

2. Prices, Surcharges and Purchase Quantities
   • Unless otherwise stated, prices are in EURO per roll of wallpaper ex works including packaging plus VAT as applicable at the time of delivery. The       Buyer’s orders placed irrespective of our offers we shall be able to accept in writing or by delivery within 7 days upon receipt.
   • A full lot shall be the respective quantity given in the price list. Any order smaller than such full lot shall entail a customary room lot surcharge.

3. Sample Material / Single Rolls
   • Sample material shall only be delivered in normal dimensions. Sample rolls shall be invoiced separately.
   • Single rolls of lot or room lot deliveries shall not be returnable.

4. Order Acceptance and Delivery Time
   • All offered prices, including prices given on samples or sample books, shall be subject to change unless and until confirmed by us in writing. Any collateral agreement or special agreement has to be in writing.
   • The Buyer shall bear the burden of proof for the correct transmission of orders.
   • Delivery dates shall be subject to change unless we have expressly agreed their binding character. We may make partial deliveries in accordance with our manufacturing facilities.
   • Orders for goods of discontinued collections we shall accept with the caveat that goods of that collection are still in stock. In case of doubt, the collection’s date of discontinuation given in the price list shall apply.
   • If pursuant to legal regulations we are in default of delivery, the Buyer shall have to send a reminder. In such a case, the Buyer may demand liquidated damages, namely 0.5 % of the net price (delivery value) for each complete calendar week of default but no more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the Buyer has sustained no damage or only a much smaller damage than the afore-mentioned liquidated damage.
   • If the Buyer is in default of acceptance, does not cooperate or if our delivery is delayed for any other fault on the customer’s part, we shall be entitled to claim damages including additional expenses (e.g. storage costs). We charge EUR 50 flat per calendar day, starting with the delivery period or, if there is no delivery period, with the ready-for-dispatch notification. This is without prejudice to proving a larger damage and to our legal rights (additional expenses, appropriate compensation, termination in particular). The flat rate shall have to be set off against other monetary claims. The Buyer shall be entitled to prove that we sustained no or only a much smaller damage than the afore-mentioned flat rate.

5. Delivery
   • Delivery shall be ex works for the account and at the risk of the Buyer. The same shall apply to returns unless there is a legitimate complaint. The shipment shall only be insured at the Buyer’s express order and at its expense.
   • For orders of at least €410 per order for a complete delivery to one domestic address, we shall bear the pertinent freight charge for domestic orders. The shipment’s value shall be based upon the number of rolls x net invoice price. We shall determine the mode of transport and route at our equitable discretion.
   • For parcel service, postal and express deliveries, the expenses shall be invoiced unless such deliveries can be made freight forward.

6. Payment
   • Our invoices are payable within 10 days net after date of invoice. Advertising material, sample material, including sample cards are payable net cash.
   • Payments with the effect of discharging the debt shall be made into one of our company accounts exclusively. Our representatives are not authorized to collect debts. Any payment by check or bill of exchange shall require our express consent. Bill of exchange charges and discounts shall be borne by the payer.
   • A cash discount shall only be allowed in case of a cash payment and on the net amount after discounts. The cash discount shall be given in the invoice. Cash payment means a timely receipt of payment, not a submission of bank drafts. Discounting an invoice shall only be allowed if at the time of the payment only such invoices are outstanding that allow such cash discount.
   • The Buyer shall pay an interest on arrears of 8 % above the base rate. We reserve the right to claim further damages. The Buyer’s payments shall first be set off against costs and interest, otherwise in accordance with § 366 Para 2 BGB.
   • We reserve the right to assign receivables not having been paid within 60 days upon maturity to our collection agent.
   • The Buyer must not do any netting or assert any right of retention unless its claims have been legally established.
   • If we become aware of a major deterioration in the Buyer’s financial situation or if the Buyer is in default of payment, we shall be entitled to demand an immediate payment of all outstanding invoices arising from the business relationship, including all invoices not yet due.

7. Retention of Title
   • All goods delivered by us shall remain our property unless and until all our present and future receivables against the Buyer have been paid. In case of payments by check or bank drafts, the Buyer shall acknowledge our retention of title until the check or bank draft has been cashed.
   • The Buyer shall be entitled to dispose of the goods in the course of ordinary business, sell them in particular. The ensuing receivables are hereby assigned to us as security to the amount of the payable purchase price. The Buyer shall be entitled to collect the receivables assigned to us unless and until we revoke such authorization. Such authorization shall expire without express revocation if and when the Buyer stops paying us, but no later than 14 days after an invoice has become due. The Buyer shall not be entitled to any other disposal of the goods subject to retention of title of or the receivables assigned to us. In particular, the Buyer must not export these goods from Germany without our consent unless and until it has acquired absolute title to them. In the event of attachments or other interventions by third parties, the Buyer shall have to notify these third parties of our liens, label the goods owned by us accordingly and notify us without any delay.
   • We are bound by contractual obligations and commitments to our distribution partners in countries outside of the European Union (third countries). Therefore, the Buyer must not take any measures to sell the goods in third countries without our consent.
   • If the Buyer is in default of payment or in breach of an obligation arising from the agreed retention of title, the entire residual debt shall become due immediately. In such a case, we shall be entitled to demand submission of the goods subject to retention of title and to collect them. In such a case, the Buyer shall have no right of ownership. We shall also be entitled to notify the Buyer’s customers of the assignment of its receivables to us and to collect them. We shall further be entitled to demand submission of the pertinent documents ( e.g. lists of accounts receivable).
   • We hereby undertake to release the securities we are entitled to under the foregoing at our discretion to the extent that the value of the goods subject to retention of title/assigned receivables exceeds the unequivocally secured claims by 20 %.
   • Asserting retention of title shall not be considered withdrawal from contract. In the event of goods being taken back, the Seller shall be entitled to reduce the price to compensate for its costs.
   • The Buyer hereby undertakes to insure the goods against theft, fire and water damage unless payment is effected within 30 days. Evidence of such insurance has to be furnished at our request.

8. Discounts
   • If within the framework of special agreements, the Buyer has been allowed discounts including boni, any assignment of the right to discounts/boni shall be excluded.
   • Any boni may be granted on sales prices minus any rebates only.
   • We shall be entitled to reclaim any discount we allowed as advance payment for the sale of current or future collections, e.g. sample roll discounts and amortizations, lower sample roll prices, if and when the Buyer is in default of payment.

9. Unilateral Right to Withdraw
   • We reserve the right for unilateral withdrawal from any contractual agreements concerning the delivery of one-of-a-kind productions should such a contract not be fulfillable due to technical reasons or violate bonus mores. Such case may be constituted by but may not be limited to:

• illustrations in violation of the law (racist, discriminatory or pornographic portrayals)
• illustrations in violation of personal and / or copy rights
• any other illustration in violation of ethic and / or moral values, as well as
• a motif of inferior or faulty quality.
  • In case of a withdrawal from such contract the buyer will be informed in written form without statement of grounds in writing (i.e. Letter, fax, email). Furthermore we may chose to reimburse any payment made or apply same payment to existing outstanding debits.

10. Copyrights of Third Parties
    • The buyer must indemnify all rights of third parties especially the copyright of any text or image provided to us. Only texts and images may be used to which the buyer holds the necessary usage rights, distribution rights and the right to reproduce same.
    • The buyer holds us harmless from all demands of third parties due to violation of the copyrights or other commercial protective rights.
    • The buyer notifies us immediately, should third parties claim any copyright violations. In case of legal dispute the buyer is responsible for all charges.

11. Complaints
    • All our data, quality descriptions, specifications or other information on usability or condition shall be non-binding unless and until confirmed by us in writing. Our public statements, promotions and advertising shall not be considered binding information on the condition or intended use.
    • Prior to any use/processing, the Buyer shall have to make sure that the delivered goods’ quantity, condition and other properties are correct in terms of §§ 377, 378 HGB (Commercial Code) and suitable for their intended use. If there is a defect or a wrong quantity, the Buyer shall notify us immediately but no later than within 14 days upon receipt of the shipment. After that period, the delivered goods shall be considered approved. We shall have to be notified of latent defects immediately and in writing. To substantiate the complaint, one of the affected rolls of wallpaper including the rolling-in slip (Einrollzettel) shall have to be sent to us. If the article has already been processed, at last sections of the article on or on which the defect can be ascertained shall have to be sent to us, including the rolling-in slip.
    • The minor quality, color, shade, purity and rigidity deviations customary in the production of rolls of wallpaper shall not constitute a defect. Dimensional and weight deviations among the individual rolls of wallpaper of +/- 3 % shall have to be accepted as customary. Any processing of the rolls of wallpaper shall have to be done inconsideration of our specifications and of customary rules. If one part of a delivery shows defects, the complaint must not refer to the entire delivery.
    • The warranty period shall be 1 year upon delivery. We shall not give the Buyer any guarantee in the legal sense. If a processing instruction is defective, we shall only be obligated to deliver a zero-defect instruction and this only if the defect in the processing instruction forms an obstacle to a proper processing of the rolls of wallpaper.
    • The Buyer shall be entitled to supplementary performance. If that fails, the Buyer generally can demand a reduction in the price or withdrawal from contract. In case of only a minor breach of contract, of only minor defects in particular, however, the Buyer shall have no such right of withdrawal.
    • If after a failed supplementary performance the Buyer withdraws from the contract, it shall not be entitled to a claim for damages for the defect. If the Buyer asserts claims for damages after a failed supplementary performance, the goods shall remain with the Buyer if this is reasonable for it. The damages shall be limited to the balance of the purchase price and the defective goods’ value.
    • As far as the buyer has received a defective product from us, which he has otherwise installed or applied as per the type and usage intended, and requests supplementary performance for same based on the regulations of the general terms and conditions, we are not obliged to reimburse the buyer for the expenditures incurred for the removal of the defective product and or the installation or application of the supplementary or supplied defect –free product.

12. Liability Exclusion and Limitation
    • The Buyer’s claims for damages for a defect shall become time-barred 1 year after the delivery of the goods. This shall not apply in case of gross negligence on our part.
    • In case of slightly negligent breaches of duty, our liability shall be limited to the average damage typical of the contract and as foreseeable for that type of goods. This shall also apply to slightly negligent breaches of duty on the part of the legal representatives, employees and other vicarious agents and sub-contractors. The foregoing privileged position as to liability shall not apply in case of a culpable breach of an integral contractual obligation and to warrants within the meaning of §§ 444, 639 BGB.
    • Liability is excluded for defects arising from external factors and factors outside our responsibility (e.g. improper processing, storage). The same shall apply to defects arising from ordinary wear and tear.
    • We shall not be liable for slightly negligent breaches of minor contractual obligations vis-a-vis companies. Claims for damages pursuant to §§ 280 Para 2, 286 BGB shall in absolute terms be limited to 5 % of the purchase price.
    • The foregoing liability limitations shall not apply to the Buyer’s product liability claims. Neither shall they apply to non-assignable injuries to limb and health or the customer’s and its vicarious agents’ loss of life.

13. Written Form

Any declaration and notice relevant in law and to be submitted by the Buyer (e.g. deadlines, notices of defects, withdrawal or price reduction) shall have to be in writing.

14. Breakdown

We shall be exempted from our obligation for a timely delivery through all circumstances outside our responsibility leading to a major breakdown at our plant(s). Should said breakdown last for more than 2   months, either party can withdraw from the contract.

15. Privacy Protection
    • Personal data contained in an order, which is not subject of use in such order as per Art. 28 DS-GVO, will be processed by us as the responsible party under the valid legal regulations.
    • We take all necessary action within our responsibility in reference to these data under the valid legal provisions. The goal of this action is the attainment of the following protection goals: availability, confidentiality, integrity, transparency, non-catenation (as technical security of the approbation) and as intervention (as technical constitution of procedures for the exercise of the rights of the concerned).

16. Place of Fulfillment and Place of Jurisdiction
    • The place of fulfillment for delivery and payment and both parties’ place of jurisdiction is our domicile.
    • If our rights have been assigned to our collection agent, the latter’s domicile shall be the place of jurisdiction. We or our collection agent shall be entitled to file suit at the Buyer’s domicile.

17. Miscellaneous
    • Only the laws of the Federal Republic of Germany shall apply. CISG shall not apply.
    • If one of the above provisions is or becomes ineffective, this shall be without prejudice to the validity of the remainder of the provisions. We shall be entitled to replace the ineffective provision by an admissible provision that most approximates the ineffective one’s purpose