(Allgemeine Einkaufsbedingungen)

1. Scope and Application
   1. These terms and conditions of purchase apply to all business transactions between Buying Labs GmbH (hereinafter referred to as “Buying Labs”) and the Supplier, even if they are not mentioned in subsequent contracts. Conflicting, additional or deviating terms and conditions of the Supplier shall not become part of the contract, unless Buying Labs has expressly agreed to them in writing. These terms and conditions of purchase shall also apply if Buying Labs accepts a deliveryof the Supplier without reservation with the knowledge of its conflicting or deviating terms and conditions.
   2. Individual agreements made with the Supplier in individual cases, including collateral agreements, supplements and amendments, shall inany case take precedence over these terms and conditions of purchase.Subject to proof to the contrary, a written agreement or written confirmation by Buying Labs shall be decisive for the content of such individual agreements.
   3. Rights, which Buying Labs is entitled to according to legal regulations beyond these terms and conditions of purchase, remain unaffected.
   4. The Supplier may not disclose the contents of Orders, in particular prices and quantities, to any third party.
2. Contract Conclusion and Contract Changes
   1. If Buying Labs is interested in buying the goods introduced by the Supplier or parts thereof Buying Labs sends a non-binding offer specifying the concrete selection of the goods to the Supplier (“invitatio ad offerendum”).
   2. The Supplier shall check the availability of the goods selected and send Buying Labs a binding offer of the selected goods available.
   3. A purchase contract between Buying Labs and the Supplier is concluded if Buying Labs accepts the binding offer of the Supplier by sending a Purchase Order confirmation within 72 hours.
   4. If Buying Labs sends Purchase Order after expiry of the 72-hour period binding on the Supplier or if the Purchase Order contains any modifications with regard to the Supplier’s offer the notice sent by Buying Labs is deemed to be a new “invitatio ad offerendum”.
   5. Any amendment or supplementation as well as other agreements made at the time of conclusion of the contract or thereafter shall only become binding if they have been duly confirmed by Buying Labs in writing.
3. Quality of Goods, Documentation Obligations
   1. The goods have to be always new and original goods of the agreed quality. The Seller is obliged to deliver the specifically agreed model; deviations of any kind are not permitted. The specifically ordered article number as well as all other agreed, more specific descriptions, e.g. colour and size, must be complied with. Deviations from this are never non-substantial.
   2. The Supplier is obliged to comply with all relevant statutory provisions, in particular those concerning the quality and standards of the goods.
   3. The Supplier warrants that the goods are free from rights of third parties, in particular that the goods are for sale over the counter.
   4. Buying Labs is allowed to visit the Supplier in order to check the goods and their quality, either itself or by agents appointed for this purpose, during regular business hours and after notification thereof with a reasonable notice period.
   5. The Supplier is obliged to provide Buying Labs with the following product information: Origin, material and components of the goods, EAN and any further substantial information being necessary for the resale of the products by Buying Labs.
   6. The Supplier is obliged to keep uninterrupted proof of the invoicing chain (paper trail) regarding the origin of the goods (back to the manufacturer). Prices, in particular prices of intermediary traders have to be blacked out, only the article and the manufacturer may and must be recognizable.
4. Packaging and Delivery
   1. The delivery periods and dates agreed upon in the Deal are binding.
   2. If the Parties have agreed on a fixed trade transaction in individual cases (e.g. for certain seasonal goods or goods which Buying Labs’ customer buys for certain campaigns and therefore the interest in the delivery would generally cease if the fixed delivery date is not met), Buying Labs is not obliged, in deviation from § 376 para. 1 sentence 2 BGB (German Civil Code), to demand immediate performance, but must only declare its intention after being requested to do so by the supplier.
   3. If not otherwise agreed between the Parties delivery shall be made EXW Supplier’s main plant (according to Incoterms® 2010).
   4. If it becomes apparent to the Supplier that the delivery time cannot be met, he shall notify Buying Labs immediately in writing stating the reasons and the expected duration of the delay. Buying Labs is entitled to withdraw from the contract in case of a delay of the delivery according to the legal regulations.
   5. The delivery must correspond exactly to the order, in particular in terms of execution, scope and division. Partial deliveries and excess or short deliveries are not permitted unless otherwise agreed.
   6. Each delivery must be accompanied by a delivery note containing the delivery date, the order number, the article number and other the product specifying details. Violations of these documentation obligations constitute a material breach of the contract on the part of the Supplier. Any resulting damage for Buying Labs is to be compensated by the Supplier, unless he is not responsible for the breach of duty. If the delivery note is missing or incomplete, Buying Labs shall not be responsible for any resulting delay in processing.
   7. The Supplier has to comply with the specifications of Buying Labs for the shipment of the goods. For that matter, the goods are to be packed in a way that transport damages are avoided. Packaging materials shall only be used to the extent necessary. Only environmentally friendly, recyclable packaging materials may be used. All goods shall be properly packed, marked and shipped in accordance with the requirements of Buying Labs. As a minimum, the packaging shall be convenient, safe, robust, eco-efficient and cost-optimized, so as to ensure the transport and storage of the delivered items in an undamaged and serviceable state. The Supplier shall reimburse the Purchaser for all expenses incurred by the Purchaser as a result of improper packing, marking or routing of goods.
   8. The Supplier needs to provide pickup details by email after receiving the proof of the minimum 30% payment within 2 working days.
5. Inspections.
   1. Purchaser’s duty to inspect the delivered goods and submit complaints pursuant to sec. 377, 381 German Commercial Code is limited to the required minimum. A superficial assessment of the goods upon arrival as well as quality assurance through reasonable sampling procedures will regularly suffice this minimum standard.
6. Transfer of Risk, Title and Resale
   1. Purchaser is authorized to resell the goods in the ordinary course of business, even before payment of the purchase price, with advance assignment of the resulting claim. This excludes all other forms of retention of title, in particular, extended retention of title (erweiterter Eigentumsvorbehalt), forwarded retention of title (weitergeleiteter Eigentumsvorbehalt) and the retention of title extended to further processing (auf die Weiterverarbeitung verlängerter Eigentumsvorbehalt). Ownership of the delivered goods shall pass to Buying Labs on delivery, unless payment for the goods is made prior to delivery. Any prolonged or extended retention of title of the Supplier is not accepted by Buying Labs.
7. Prices and Payment
   1. The price stated in the Purchase Order is binding and includes packaging. The prices shown are exclusively net prices; the statutory value added tax will be shown separately at the time of invoicing and at the applicable rate.
   2. The Supplier’s invoices shall include at least the following:
      The designation, reference and quantity of items, the Order and item numbers, the price, the actual delivery date, date of issue, names and addresses of the parties, any specific terms or conditions and reference to a discount, if any.
   3. The Supplier shall issue the proper invoice immediately upon the conclusion of the Deal. If not otherwise agreed Buying Labs generally agrees to 100% prepayment (30% after approval of invoice amount, 70% after the Supplier has provided pickup details of packed goods), In case of prepayment Buying Labs is entitled to demand adequate securities.
   4. Counterclaims of the Supplier shall only entitle him to set-off if they are legally established, recognized or undisputed. The Supplier may only assert a right of retention if his counterclaim is due and based on the same contractual relationship.
8. Withdrawal
   1. Buying Labs’ right of withdrawal shall be governed by the statutory provisions.
   2. Buying Labs shall further be entitled to withdraw from the Deal if its customer has cancelled the contract for sale and Buying Labs is not responsible for that cancellation.
9. Warranty and Warranty Claims
   1. Buying Labs will check immediately after take-over of the goods, if applicable by the carrier instructed by him, whether quantity and identity of the packages correspond to the delivery documents and whether externally recognizable transport damages are present. If the goods are transported to Buying Labs’ site Buying Labs must carry out the incoming goods inspection immediately, at the latest within 2 (two) working days of arrival. If the goods are transported to Buying Labs’ client without storage or stay at Buying Labs’ site, the incoming goods inspection must be carried out immediately after arrival at the client’s site, at the latest within 2 (two) working days of arrival. If a defect becomes apparent during these inspections or later, Buying Labs must, as far as this is feasible in the ordinary course of business, notify the Supplier immediately, in case of open defects within 5 (five) working days after inspection and in case of hidden defects within 5 (five) working days after discovery.
   2. In the case of defects of the goods, Buying Labs is entitled, without prejudice to the statutory claims for defects, to demand from the Supplier, at its own discretion, the elimination of the defects or the delivery of goods free of defects as subsequent performance. The Supplier shall bear the expenses required for the purpose of supplementary performance.
   3. Warranty claims – except in cases of fraudulent intent – are subject to a limitation period of three years. The limitation period begins with the handover of the goods.
   4. If the Supplier fulfils his obligation of supplementary performance by delivering goods free of defects, the limitation period for the goods delivered as replacement shall run anew after their acceptance.
10. Product Liability
    1. The Supplier is obliged to exempt Buying Labs from any liability towards third parties or from claims of third parties, in particular arising from the use of the delivered goods on first request. The Supplier is also obliged to reimburse Buying Labs for payments made to settle justified claims. The exemption and reimbursement obligation does not apply if the underlying event is demonstrably based negligence or intent on the part of Buying Labs.=
    2. In the cases referred to in Clause 9.1, the Supplier shall bear all reasonable costs and expenses, including the costs of any legal proceedings. In particular, the Supplier shall also reimburse Buying Labs for any reasonable expenses incurred as a result of or in connection with precautionary measures taken by Buying Labs against claims arising from product liability, in particular warning, replacement or recall actions. The costs and expenses to be reimbursed also include the costs of a precautionary recall action, insofar as this is appropriate for the protection of Buying Labs’ clients or external third parties at the dutiful discretion of Buying Labs. The costs of such a recall action shall be reimbursed by the Supplier to Buying Labs even after expiration of the warranty period if Buying Labs carries out the recall due to an official order or in order to avert dangers to life and limb of the product users or outside third parties. As far as possible and reasonable, Buying Labs will inform the Supplier about the content and scope of the measures to be taken and give him the opportunity to comment.
    3. If a claim is asserted against Buying Labs by a third party due to a product defect of the item delivered by the Supplier which is subject to a duty to replace, the Supplier shall actively support Buying Labs in the defense against such claims in addition to the obligation in Clause 9.1. For this purpose, the Supplier shall keep all documents and documentation relating to the delivery for a period of at least 15 (fifteen) years from receipt of the delivery by Buying Labs and produce them to Buying Labs upon first request.
    4. If the Supplier becomes aware of a defect or discovers a defect which could represent a so-called serial damage, he is obliged to inform Buying Labs immediately. In particular, a serial damage exists if several products are defective due to the same cause and/or show the same defect. The Supplier’s exemption and reimbursement obligations in Clauses 9.1 to 9.3 shall apply to each individual damage event within the scope of a serial damage. A limitation of liability for serial damages is expressly not agreed.
    5. The Supplier shall insure himself at his own expense against all risks arising from product liability to an appropriate amount for personal injury, property damage and financial loss (including recall cost insurance) for each individual case of damage and will prove this to Buying Labs upon request by presenting his insurance policy. The insurance cover is to be maintained for a period of at least 5 (five) years since the last delivery to Buying Labs.
11. Rights of Use; Rights of Third Parties
    1. The Supplier warrants that the items delivered by him are free from third-party rights and that no patents or other industrial property rights of third parties are infringed by their delivery or contractual use, even in connection with or in conjunction with other items.
    2. If patents or other industrial property rights of third parties are infringed by the goods delivered by the Supplier, the Supplier is obliged to ensure – as far as reasonable – that the infringement no longer exists by procuring the rights or – in case of explicit approval of Buying Labs – by modifying the delivery item or by delivering a modified delivery item.
    3. Notwithstanding Clause 11.2), the Supplier is obliged to indemnify Buying Labs from claims of third parties due to the infringement of patents or other industrial property rights as well as the reasonable expenses incurred in connection with the claim and to bear all reasonable costs incurred by Buying Labs as a result. This obligation does not apply if Buying Labs enters into agreements with the third party without the consent of the Supplier, which relate to the third party’s claims, in particular by concluding a settlement, or if the Supplier is not responsible for the infringement of the property right. The Supplier has to provide Buying Labs with all information and documents required for defense immediately and free of charge, as far as this is reasonable for him. In addition, he shall support Buying Labs to the best of his ability in the defense against the asserted claims at Buying Labs’ request.
12. Confidentiality
    1. The Supplier is obliged to keep secret for an unlimited period all information which becomes accessible to him via Buying Labs and which is designated as confidential or which is recognizable as business or trade secret, and not to record it, forward or utilize it, unless required for the delivery to Buying Labs. The Supplier shall ensure by suitable contractual agreements with the employees and agents working for him that these also refrain from any own utilization, passing on or unauthorized recording of such business and trade secrets at least for the duration of the business relationship.
13. Miscellanious
    1. Legally relevant declarations and notifications of the Supplier (e.g. setting of a deadline, reminder, termination, withdrawal) must be made in writing. This also applies to the revocation of this written form requirement.
    2. The Supplier shall not prevent its subcontractors from entering into contracts with Buying Labs for other supplies and/or services.
    3. The Supplier undertakes to comply with the relevant regulations on dealing with employees, environmental protection and occupational safety and to work on reducing the sustainable effects of his activities on people and the environment. Furthermore, the Supplier will observe the principles of the UN Global Compact Initiative. These principles essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced and child labor, the elimination of discrimination in employment and occupation, responsibility for the environment and the prevention of corruption. Further information on the UN Global Compact Initiative is available at www.unglobalcompact.org.
14. Applicable Law; Place of Jurisdiction; Place of Performance
    1. These General Terms and Conditions and the entire legal relationship of the Supplier with Buying Labs shall be governed by the substantive law of the Federal Republic of Germany under exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
    2. If the Supplier is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special asset under public law, the registered office of Buying Labs in Hamburg, Germany, is the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from or in connection with this contractual relationship. The same applies if the Supplier is an entrepreneur within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch). However, Buying Labs is entitled to sue the Supplier also at the place of jurisdiction of the Supplier or at any other permissible place of jurisdiction.
    3. Place of performance for all services of the Supplier and of Buying Labs is the registered office of Buying Labs in Hamburg, Germany, if not otherwise provided for in these General Terms and Conditions or individually between the Parties.
15. Severability Clause
    1. Should a provision in these General Terms and Conditions or a provision within the framework of other agreements between the Supplier and Buying Labs infringe statutory provisions in whole or in part or be or become invalid or unenforceable for other reasons, this shall not affect the validity of the remaining provisions or agreements. The Parties undertake to replace the ineffective or unenforceable provision by the effective provision which comes closest to what the contracting parties intended in the economic sense when the contract was concluded. The same shall also apply in the event of a contractual gap.