GENERAL TERMS AND CONDITIONS OF THE TRADE

1. SUBJECT OF THE AGREEMENT

1.1 With the handing over of the collection order, an agreement is concluded whereby the SELLER sells and the BUYER buys the Goods of the ordered collections according to the stipulated delivery terms and exclusively for the use /supply in the places agreed with the SELLER in the CIS countries and the Baltic states. The following terms and procedures shall apply unless a separate contract has been concluded.

2. TERMS OF DELIVERY AND DOCUMENTATION OF THE GOODS

2.1 The Goods shall be delivered EXW (ex warehouse) according to „Incoterms 2010“.

2.2 The BUYER authorises the international freight forwarder to deliver the Goods to the territory of the BUYER and authorises the SELLER to deliver the Goods from the warehouse of the Supplier to the warehouse of the forwarding agent named by the BUYER. The costs incurred for the delivery to the warehouse of the warehouse of the forwarder are counted as per clause 3.6.

2.3 The BUYER clears the goods through customs in the target country at his own expense.

2.4 Cancellation of the order by the BUYER shall be allowed only after written agreement with the SELLER. The SELLER is entitled to demand that the BUYER pay a penalty amounting to 30% of the cost of the cancelled product.

2.5 In the event of failure to deliver the Goods due to the manufacturer's fault, the SELLER shall refund the pre-payment to the BUYER not later than the end of the respective delivery season (30.04. / 30.10.).

2.6 A forwarding agent authorised by the BUYER shall receive with each consignment of Goods the documents necessary for crossing the border of European Union.

3. PAYMENTS AND SETTLEMENT PROCEDURES

3.1 Prices for the Goods shall be quoted in EUR on an EXW (ex stock) basis in accordance with „Incoterms 2010“.

3.2 The manufacture of goods is only permissible with an advance payment, which the BUYER is obliged to make after placing the order within the time limit stipulated for each brand. The pre-payment of the season is a guarantee of redemption and is only taken into account for the final delivery of the season.

3.3 The goods shall be delivered to the BUYER upon payment (100%) of the invoices issued to the BUYER in Euros. The goods shall be deemed to have been paid for on the date the bank transfers the amount to the account of the SELLER.

3.4 All costs and commissions related to the transfer of money to the SELLER for the Goods supplied, including the conversion of the money in Euros shall be paid by the BUYER.

3.5 The BUYER receives a "discount" for payment of invoices before delivery of the goods. The amount of the discount depends on the brand of the goods.

3.6 The SELLER's services, including delivery of the goods to Germany, shall be paid by the BUYER at the agreed amount together with the payment for the Goods.

3.7 The SELLER's invoice payer may not be a third party. The sender of the invoices must be the BUYER, i.e. the merchant named in the order.

3.8 If the SELLER grants deferred payment, the Goods shipped to the BUYER shall remain the property of the SELLER until paid in full by the BUYER.

4. PACKAGING AND LABELLING

4.1 The packaging of the Goods shall comply with the standards or specifications of the SELLER's country and shall ensure, if properly handled, that the Goods remain in complete safety during their transport. If the Goods are returned by the Forwarder due to improper packaging through the fault of the SELLER, the repackaging and re-delivery of the Goods to the Forwarder will be at the SELLER's costs. If the goods are incorrectly packed and labelled, on the BUYER's instructions, the costs of repackaging, re-labelling and delivery to the forwarder will be paid by the BUYER.

4.2 The SELLER shall be responsible for clearly marking the consignment for identification throughout delivery to the BUYER.

5. ACCEPTANCE OF GOODS AND COMPLAINTS

5.1 Acceptance of the Goods in quantity and quality shall be made by the BUYER at the consignee's warehouse upon arrival of the individual consignments.

5.2 If any discrepancies in the quantity and/or quality of the Goods are found, the BUYER shall make a claim in the form of a complaint report, which shall be submitted to the SELLER within 14 days of the date of goods receipt.

5.3 The SELLER shall review the received claim, provide the BUYER with an answer and, if so, credit note for the shortage or defect attributable to the SELLER within maximum 60 days of receipt of the claim.

5.4 The BUYER may not sell the Goods for which a claim has been made without the written consent of the SELLER.

5.5 The BUYER has the right to lodge a complaint with the SELLER in the event of defects in the Goods that were concealed at the time of acceptance, no later than the end of the current selling season. The procedure for remedying a defect or compensation shall be determined by agreement between the Parties.

5.6 The liability of the SELLER for a claim made by the BUYER and accepted by the SELLER is limited to the contractual price of the Goods in respect of which the claim is made. In no event shall the SELLER be liable for any direct or indirect losses of the BUYER, including loss of profit and non-pecuniary damage.

6. FORCE MAJEURE

6.1 The parties shall not be liable for any partial or total stoppage of operations caused by force majeure circumstances - fire, flood, war as declared by the government - lying beyond the SELLER's and BUYER's control.

7. DISPUTE RESOLUTION AND APPLICABLE LAW

7.1 The parties shall endeavour to resolve disputes by negotiation.

7.2 If agreement cannot be reached, any dispute, disagreement or claim shall be settled exclusively by the German Arbitration Court (DIS). The arbitral award shall be final and binding on both Parties. The seat of arbitration of the Court of Arbitration is the city of Münster. The hearing of a dispute shall be conducted in German by a judge who is a German-accredited lawyer and who acts in accordance with German judicial law. The cost of the interpreter shall be borne by the Party concerned.