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General Terms and Conditions

General Terms and Conditions of CCS GmbH

Terms of Delivery and Payment dated 01/02/2010

I.) Scope of application

1. Our general terms and conditions apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the customer, unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions.

2. All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

3. Our terms and conditions apply only to companies. Our terms and conditions also apply to all future transactions with the buyer, provided that he is an entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law.

II.) Offers and Orders

1. The information in the CCS GMBH product catalogs and price lists are subject to change and non-binding.

2. The order is to be qualified as an offer in accordance with § 145 BGB and can be accepted by us within two weeks by order confirmation or, at our option, by sending the ordered goods.

3. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents.

III.) Delivery time, delivery delays

1. All delivery times are only binding if expressly confirmed in writing by CCS GMBH. Adherence to the delivery time is subject to correct and timely delivery by our suppliers. We will inform the customer as soon as possible if delays become apparent.

2. Partial deliveries are permitted and obligate the customer to pay the pro-rata purchase price; unless the customer can prove that he has no interest in the partial delivery.

3. Compliance with our delivery obligation further assumes the timely and proper fulfillment of the customer's obligations. The right to plead non-performance of the contract remains reserved.

4. If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damages incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims or rights.

5. If the conditions for default of acceptance or payment are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.

6. We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of § 286 para. 2 no. 4 BGB or § 376 HGB. We shall also be liable in accordance with the statutory provisions insofar as the customer is entitled to claim that it no longer has an interest in the further performance of the contract as a consequence of a delay in delivery for which we are responsible.

7. We shall also be liable in accordance with the statutory provisions if the default in delivery is due to a wilful or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the default in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

8. We shall also be liable in accordance with the statutory provisions insofar as the default in delivery for which we are answerable is due to the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.

9. In addition, we shall be liable in the event of default of delivery for each full week of default in the context of a flat-rate default compensation in the amount of 3% of the delivery value, but not more than 15% of the delivery value.

10. Further legal claims and rights of the customer remain reserved.

11. If circumstances for which we are not responsible make it difficult or impossible for us to execute accepted orders, we are entitled to postpone the delivery/remaining delivery for the duration of the hindrance or, in the case of a not only temporary impairment of performance, to withdraw from the contract in whole or in part, unless we are in default. In the event of withdrawal, we are obliged to inform the seller immediately of the unavailability and to reimburse the buyer immediately for any consideration. A partial withdrawal can only take place if the partial performance is of interest to the buyer. We are not responsible for, for example, official interventions, operational disruptions, strikes, lockouts, work stoppages caused by political or economic conditions, shortages of necessary raw materials and supplies, transport delays due to traffic disruptions and unavoidable events that occur at our company, our suppliers or at third-party companies on which the maintenance of our operations depends. A shortage of necessary raw materials and supplies shall entitle us to extend the delivery time and to withdraw from the contract only if we have concluded a specific hedging transaction with our suppliers prior to the conclusion of the contract.

12. Goods that have been properly delivered will only be taken back with the prior written consent of CCS GMBH. In this case, CCS GMBH will charge its customers 10% of the net price of the goods valid on the day of return as compensation, but at least €5.00; unless the customer can prove that no or less damage has been incurred or we can prove greater damage.

IV.) Transfer of risk, transport insurance

1. Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. The transport risk therefore passes to the customer at the latest when the goods are handed over to the carrier.

2. If the customer requests it, we will cover the delivery with transport insurance; the customer shall bear the costs incurred in this respect.

Defects, warranty and liability

1. If the customer is a merchant within the meaning of the German Commercial Code (HGB), § 377 HGB shall apply and the customer's claims for defects presuppose that the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB.

2. In addition, obvious defects, regardless of their nature, as well as transport damage or the delivery of an item that is obviously different from the one ordered, must be reported immediately upon acceptance, provided that the buyer is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law. Any notification of defects must be made in writing, even if verbal notification has been given beforehand. Timely dispatch of the notification is sufficient to uphold the customer's rights. If the complaint is not made in the correct form and/or within the time limit, the goods shall be deemed to have been approved.

3. If the purchased item has a defect for which we are responsible, we are entitled, at our discretion, to either rectify the defect or provide a replacement delivery. In the event of rectification of the defect, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs. If the subsequent performance fails, the customer is entitled, at his discretion, to demand withdrawal or a price reduction.

4. We shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

5. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; however, in this case too, the liability for damages shall be limited to the foreseeable, typically occurring damage.

6. Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.

7. Furthermore, we shall not be liable for any damage not occurring to the delivered item itself; in particular, we shall not be liable for any lost profits or other financial losses incurred by the buyer.

8. Unless otherwise provided for above, liability shall be excluded.

9. The limitation period for claims for defects shall be 12 months from the date of transfer of risk.

10. The period of limitation in the event of delivery recourse in accordance with § 478, 479 BGB remains unaffected; it is 5 years from the date of delivery of the defective item.

V.) Liability for other reasons

1. Any further liability than provided for in Section V. is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for property damage in accordance with § 823 BGB. This does not apply to claims in accordance with §§1, 4 ProdHaftG. Insofar as the limitation of liability does not apply to the contractually typical damage in the case of claims arising from the manufacturer's liability in accordance with § 823, our liability is limited to the compensation paid by the insurance company. If the insurance does not cover the claim, or does not cover it in full, we shall be liable up to the amount covered by the insurance.

2. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and agents.

VI.) Security interests

1. The goods supplied remain our property until all claims arising from the business relationship with the customer, including future claims, have been settled in full; the reservation relates to the recognized balance. The customer may neither pledge our goods nor assign them by way of security.

If the customer acts in breach of contract, in particular if he is in default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a withdrawal from the contract. We shall be entitled to sell the purchased item after taking it back. The proceeds from the sale shall be credited against the customer's liabilities, less reasonable costs of sale.

2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it sufficiently at replacement value at his own expense against fire, water and theft.

3. In the event of seizures and other interventions by third parties, the customer must notify us immediately in writing so that we can file a suit in accordance with § 771 ZPO. If the third party is unable to reimburse us for the judicial and extra-judicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.

4. The customer shall be entitled to resell or process the purchased item in the ordinary course of business, unless he has already effectively assigned the claim against his contractual partner to a third party in advance or agreed a prohibition of assignment.

5. In order to secure our rights in accordance with paragraph 1, the customer shall now assign all claims in the amount of the final invoice amount (including VAT) of our claim, which arise from the resale to his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, has not filed for bankruptcy or ceased payments. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all the information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

6. The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including value added tax) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

7. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including value added tax) to the other mixed items at the time of mixing. If the mixing is done in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer thus retains the resulting sole or co-ownership for us.

8. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is at our discretion.

9. The buyer may not assign or pledge his claims against subsequent purchasers to third parties, nor may he agree a prohibition of assignment with subsequent purchasers.

VII.) Prices and Payment Terms

1. Unless otherwise stated in the order confirmation, our prices are “ex warehouse” plus the applicable statutory value added tax, including packaging. Shipping costs will be invoiced separately.

2. The deduction of a discount requires a special written agreement.

3. Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within 14 days of the invoice date.

4. The customer shall only be entitled to rights of set-off if his counterclaims are undisputed, recognized by us, legally established or ready for judgment in a legal dispute. Furthermore, he shall only be entitled to exercise a right of retention if a counterclaim is based on the same contractual relationship.

5. All our claims – even in the case of deferment – shall become due immediately as soon as the customer defaults on the fulfillment of his obligations to us, ceases payments, is heavily in debt, files for bankruptcy or bankruptcy proceedings are instituted against him or rejected for lack of assets or if facts become known to us that cast serious doubt on the creditworthiness of the customer, so that our claim for payment appears to be at risk. We are then entitled, at our discretion, to reclaim the delivered goods, to make further deliveries dependent on advance payments or the provision of security, or to withdraw from the contract and to claim damages for non-performance.

6. CCS GMBH is not obliged to accept checks or bills of exchange. Bills of exchange and checks are only accepted after special prior agreement and only on account of performance, taking into account all collection and discount charges.

7. Incoming payments from the customer are initially offset against costs, then interest and finally the principal amount, in accordance with § 367 BGB, unless the customer expressly specifies a different repayment arrangement.

Special contractual conditions, finishing conditions

1. Our special contractual terms and conditions “Order Information for Retailers” shall apply with lower priority than these General Terms and Conditions.

2. Our “Special Terms and Conditions for Textile Finishing” shall apply in addition to these General Terms and Conditions.

VIII.) Place of Jurisdiction, Applicable Law, Place of Performance

1. If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at his place of residence.

2. The substantive law of the Federal Republic of Germany shall apply, excluding international private law and the UN Convention on Contracts for the International Sale of Goods.

3. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

CCS GmbH

Caps-Computer-Stickereibedarf

Oberer Markt 9

DE - 92507 Nabburg

Phone: +49 (0)9433 7 9999 99

Fax: +49 (0)9433 7 9999 88

E-mail: info@stickmaschinen.de

Managing Director: Hubert Gietl

Commercial Register: Amberg HRB 2614

Tax number: FA Cham 123 / 20005

VAT registration number: DE 812 381 417

EORI: DE 46 50 913

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