• 1 Scope of application

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between us(Worring Leder GmbH [Verlinkung auf das Impressum einfügen], Lahnstraße 30, 45478 Mühlheim an der Ruhr) and our commercially active customers. In addition to the provisions of these GTC, the statutory provisions shall apply.

(2) The customer’s general terms and conditions of contract are hereby rejected.

• 2 Conclusion of contract

(1) The presentation of the goods in our online store does not constitute a legally binding offer, but an invitation to order (invitatio ad offerendum).

(2) By clicking on the “Order with obligation to pay” button in the last step of the order process, you submit a binding offer to purchase the goods displayed in the order overview. Immediately after submitting your order, you will receive an order confirmation, but this does not constitute acceptance of your contractual offer. A contract between you and us is concluded as soon as we accept your order by a separate e-mail or dispatch the goods.

(3) In the case of orders by e-mail or telephone via a non-binding offer submitted by us, your order constitutes a binding offer. The contract is only concluded when we expressly accept the order by sending an order confirmation by e-mail. The sending of an order confirmation is generally not a declaration of acceptance, but serves exclusively to inform you about the receipt of your order.

• 3 Prices and terms of payment

(1) Prices are ex warehouse Mülheim an der Ruhr for the account and risk of the Buyer. All invoices are payable after the invoice date.

(2) The deduction of a discount is only permitted if specially agreed. If this has been agreed, the invoices are payable as follows: Within 7 days of the invoice date with a 2% discount, within 14 days of the invoice date strictly net. If the target is exceeded, default occurs without a reminder. Bills of exchange or checks are not accepted.

(3) If the customer defaults on payment, interest shall be charged on the purchase price at a rate of 9 percentage points above the prime rate for the duration of the default. We reserve the right to prove and claim higher damages caused by delay.

• 4 Delivery and transfer of risk

(1) Deliveries are always made at the customer’s expense, unless otherwise agreed. You can find an overview of the shipping costs here [Verlinkung].

(2) The delivery time is approximately 5 working days, unless otherwise agreed. The delivery period begins with the conclusion of the contract.

(3) If the goods are not available at the time of ordering, we will inform the customer immediately. If the product is permanently unavailable, we will not accept the customer’s contract offer, meaning that a contract will not be concluded. If the goods are only temporarily unavailable, we shall also inform the customer of this immediately.

(4) Force majeure and other circumstances beyond our control which make delivery impossible shall release us from the performance of this contract. Claims for damages are excluded. In such cases, we shall be entitled to postpone delivery until the expiry of a reasonable period of time after the impossibility or inability to deliver has been remedied or to be released from its delivery obligations. If the customer disputes the existence of this requirement, the burden of proof shall be on the customer. If delivery becomes impossible for reasons as stated above, both parties shall be entitled to withdraw from the contract 3 months after the original delivery date has been exceeded. However, if the customer is in default of acceptance or if the risk has already passed to the customer, the customer shall remain obliged to provide consideration. The customer then has no right of withdrawal.

(5) The risk shall pass to the customer upon dispatch of the goods, even if only partial deliveries are made. If dispatch of the goods is delayed at the customer’s request or as a result of other circumstances for which we are not responsible, the risk shall pass to the customer upon notification of readiness for dispatch.

• 5 Retention of title

(1) We reserve title to the purchased and delivered goods until all claims against the customer have been paid in full.

(2) Insofar as the goods are processed or transformed by the customer before the transfer of ownership, we shall be deemed to be the manufacturer within the meaning of § 950 BGB and shall acquire ownership of the intermediate or end products. These are deemed to be reserved goods.

(3) In the event of a resale of the reserved goods, the customer hereby assigns to us as security until all our claims against its customers have been satisfied.

(4) As long as the customer duly meets his payment obligations to the seller, he is authorized to collect these claims for the account of the seller. However, we are entitled to notify the purchasers to be named to him on request of the transfer and to issue instructions.

(4) The customer must inform us immediately of any access by third parties to the goods delivered under retention of title or to the assigned claims.

(5) The right of ownership also applies to the forwarder to whom the goods are transferred at the request of the customer or at the instigation of the seller.

(4) If the value of the security exceeds our claims against the customer by more than 20%, we shall release securities to which we are entitled to a corresponding extent at the request of the customer and at our discretion.

(5) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. Insurance claims arising in the event of damage shall take the place of the reserved property.

(6) If the customer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the customer does not pay the purchase price, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

• 6 Copyrights

We reserve ownership rights and copyrights to all documents provided to the customer in connection with the order placement, such as calculations, images, samples, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent.

• 7 Material defects and defects of title

(1) Complaints must be reported within 10 days of receipt of the goods if the defect is obvious.

(2) An excess or short delivery of the ordered quantity of up to 10% shall be deemed agreed.

(3) We do not guarantee that the goods are suitable for the use intended by the customer.

(4) In the event of a justified notice of defects within the deadline, we may, at our discretion and to the exclusion of any other warranty claims of the customer, deliver a replacement or carry out rectification, whereby several rectifications are permissible. If this fails, the customer may demand compensation for the reduced value, unless we declare our willingness to take back the goods.

(5) Complaints about obvious defects that are not received by the seller within 10 days – outside the Federal Republic of Germany 20 days – after delivery of the goods at the place of destination are late and null and void.

(6) Complaints are only valid if they are made in writing within the specified time and the goods are still in their original condition. A complaint does not exempt the buyer from paying the purchase price. Dimensional complaints will only be recognized if the difference demonstrably exceeds a tolerance of 3% upwards or downwards

(7) The warranty period is one year.

• 9 Exclusion of liability

(1) We shall be liable to the customer in accordance with the statutory provisions for damages and reimbursement of expenses in the event of culpable injury to life, limb and health and in the event of intent and gross negligence in the event of fraudulent concealment of a defect or a guarantee assumed by us and in accordance with the Product Liability Act.

(2) We shall also be liable for slightly negligent breach of a material contractual obligation. Material contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. In these cases, however, liability is limited to compensation for foreseeable damage typical of the contract.

(3) Otherwise, liability for damages and reimbursement of expenses – regardless of the legal grounds – is excluded.

(4) The above provisions shall also apply in favor of our legal representatives and vicarious agents if claims are asserted directly against them.

• 10 Place of fulfillment

(1) Unless otherwise stated in the contract, the place of performance and payment shall be our registered office.

(2) The customer shall bear the shipping risk from the place of performance even if delivery carriage paid or free German station has been agreed. For all other obligations arising from the contract with regard to the place of performance, in particular for the delivery and handover of the goods by us as well as the inspection of the goods by the customer in accordance with § 377 HGB (German Commercial Code), the place of performance is the European port of arrival for non-European goods which are delivered to the buyer from this port of arrival and not via Mülheim an der Ruhr. If the goods are purchased by the Seller from European-continental suppliers, the place of performance for delivery and acceptance shall be the agreed destination.

• 11 Licenses and permits

The contract is concluded subject to the final and timely issuance of the required export and import license and/or other official approvals necessary for the execution of this transaction.

• 12 Trade practices

The provisions of the international CIF contract for hides and skins valid at the time of conclusion of the contract and the international Finished Leather Contract are agreed between the Seller and the Buyer only in addition and only to the extent that the above contractual agreements do not conflict with them.

• 13 Final provision

(1) The inclusion and interpretation of these General Terms and Conditions as well as the conclusion and interpretation of legal transactions with the customer itself shall be governed exclusively by the law of the Federal Republic of Germany. The application of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.

(2) The place of jurisdiction is Mülheim an der Ruhr if the contracting parties are merchants, legal entities under public law or special funds under public law.

(3) Should any present or future provision of this contract be or become invalid, void or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of this contract. The same applies if a gap requiring supplementation arises after conclusion of the contract. The parties shall replace the invalid or void provision or the gap that needs to be filled with a provision that corresponds in its legal and economic content to the invalid or void provision and the purpose of the contract.