GENERAL TERMS AND CONDITIONS

Terms and conditions of sale, delivery and payment of
INKU Jordan GmbH & Co. KG, Austria

I. Scope of application, collateral agreements

Our following Terms and Conditions of Sale, Delivery and Payment (General Terms and Conditions, "GTC" for short) apply to all purchase contracts concluded by us as the seller of goods with our customers as entrepreneurs ("Buyer"; "Customers"). Any General Terms and Conditions of our customers that provide for conditions that deviate from our General Terms and Conditions and/or agreements, collateral agreements or warranties of characteristics and/or subsequent contract amendments with or by our employees are subject to the condition precedent that they are expressly confirmed or approved in writing by an authorised representative body of INKU Jordan GmbH & Co KG. In order to avoid ambiguity, it is noted that, for example, the unconditional execution of a delivery in the knowledge of deviating conditions of the customer does not constitute express consent.

II Industrial property rights and copyright

The buyer acknowledges that the trademarks "INKU", "MELAN", "INKU Fachberater", "ATLANTIS 2000", "LINOSOM", "STABILON" are protected by law and their unauthorised use will be prosecuted. Furthermore, all offers, (cost) calculations, sketches, drawings, visualisations, design drafts or other documents created by us, in particular the disclosed know-how as well as catalogues, brochures, illustrations and the like, shall remain our exclusive property and are protected by copyright without restriction. We are exclusively entitled to all utilisation rights, even after transfer to the customer. Reproduction (in any form whatsoever) or transfer of the documents to third parties is not permitted without the prior written consent of the contractor. In particular, all our offers are to be kept secret.

III Offer and content of the contract

1. our offers are subject to change and non-binding.

2. the content of the contract shall be determined by our written order confirmation. This shall also apply if our order confirmation is made on a form together with the invoice. In the absence of a written order confirmation, the content of the contract shall be determined by the offer prepared by us and accepted by the buyer; however, any terms and conditions of the buyer that deviate from our General Terms and Conditions shall not become part of the contract.

3. offcuts for floor coverings or other material that can be cut to size shall be borne by the buyer. In the case of fixed dimensions ordered by the buyer, we reserve the right to exceed the fixed dimension by up to 5%, in the case of customised products (e.g. own samples) by up to 10% and to invoice the excess delivery.

4. the customer is obliged to accept customised products; these will not be taken back by us. If the customer does not fulfil his obligation to accept or does not do so in due time, in particular if he does not accept the custom-made product in due time after notification of completion, the risk shall pass to the customer immediately upon notification, who shall be liable to compensate us for all damages incurred, including loss of profit, consequential damages and indirect damages as well as (storage) costs. Subsequent changes with regard to quantity, execution and design of customised products require our written confirmation in order to be valid and are only possible after the order has been placed against full reimbursement of the additional costs incurred as a result.

5. the minimum order quantity for INKU and Collection Classic fabrics is 1.00 running metre.

IV. Sample material and quality

1. samples are generally charged at cost price. Collections and/or samples made available to the buyer on loan and free of charge shall remain our property.

2. sample material is non-binding insofar as production-related or material-related deviations in production are possible. Collection samples and illustrations in catalogues are therefore generally non-binding and serve only as a rough guide.

3. the goods and materials supplied by us may vary in quality, even within a batch there may be deviations in terms of quality, colour(s) and other properties of the goods and/or materials; we do not guarantee that the goods and/or materials will meet the intended purpose(s).

V. Delivery

1. unless otherwise agreed in writing in individual cases, the handover and thus the transfer of risk of the goods to the buyer shall be EXW in accordance with INCOTERMS 2010, i.e. ex works (warehouse) of the seller.

2. delivery periods shall apply subject to timely and contractually compliant delivery to us by our suppliers and are generally non-binding. If we do not comply with the stated delivery deadlines, the buyer must set a reasonable grace period of at least 3 weeks in writing, which begins with our receipt of the deadline. Only after expiry of the reasonable period shall the purchaser be entitled to withdraw from the contract. However, we are entitled to deliver until receipt of the written cancellation.

3. cases of force majeure, e.g. sustained impediments to the procurement of goods and/or materials, operational disruptions, staff shortages due to illness, strike, lockout, unrest, war and/or government intervention, pandemics, energy supply difficulties and storms shall release us from our obligation to deliver and perform for the respective duration. This shall also apply if the events occur at our supplier's premises. In the event of long-lasting obstacles - of more than 4 weeks - both contractual partners are entitled to withdraw from the contract.

4. partial deliveries are permissible.

5. if the buyer is in default of acceptance, we shall be entitled (a) to issue an invoice or (b) to withdraw from the contract by setting a grace period of 5 days and to demand compensation for additional expenses and damages. In the event of default of acceptance, the Buyer shall bear the risk of accidental loss; goods not accepted by the Buyer shall be stored at the Buyer's risk and expense.

6. if the goods are stored for the buyer at the buyer's request for longer than two months after notification of readiness for dispatch to the buyer, we shall be entitled to demand reasonable storage costs from the buyer.

VI Right of retention

We shall have a right of retention in respect of further deliveries until all previous deliveries have been paid for. If, after conclusion of the contract, we become aware of circumstances which considerably reduce the creditworthiness of the buyer or if justified doubts arise as to the solvency of the buyer, we shall be entitled to refuse delivery or to carry it out only after prior payment or provision of security. If the buyer does not pay and does not provide security, we are entitled to withdraw from the contract (§ 1052 sentence 2 ABGB).

VII Dispatch

1. the buyer authorises us to choose the mode and route of dispatch. Dispatch shall be at the buyer's risk at
.

2. the buyer shall bear the shipping costs. For a delivery value of less than EUR 250,- (excl. VAT) we charge a transport cost share of EUR 25,- per shipment. In the case of a delivery value of more than EUR 250, the transport costs are not applicable. We reserve the right to charge a flat rate of EUR 35 for deliveries outside of our route planning. A flat-rate energy fee of EUR 15.90 will be charged per delivery. The shipping costs for special order goods (no stock goods) and for urgent and express goods shall in any case be borne by the buyer. The shipping costs for wallpaper are also to be borne by the buyer (EUR 9.90). The transport costs for fabrics with a delivery value of less than EUR 75.00 (excl. VAT) are EUR 9.50 plus a minimum quantity surcharge of EUR 7.50 per consignment, with a delivery value of up to EUR 300.00 (excl. VAT) EUR 9.50 per consignment. In the case of a delivery value of more than EUR 300, the transport costs are not applicable.

3. transport insurance shall be taken out at the written request of the buyer and at the buyer's expense.
The buyer must inspect the goods immediately and notify the carrier as well as us of any defects; this in particular because any claims against the carrier and/or the transport insurance can otherwise no longer be successfully asserted. This obligation also expressly applies to deliveries in exceptionally large quantities. If the buyer fails to inspect the goods immediately and, if necessary, to give notice of defects, any liability for any damage and/or defects caused by the transport shall lapse. 4.

4. we shall bear the costs of packaging for transport to the buyer. The costs of any return of transport containers/loan packaging shall be borne by the buyer.

5. disposable packaging will not be taken back by us. We will inform the buyer of a third party who will recycle the packaging in accordance with the Packaging Ordinance (Ordinance of the Federal Minister for the Environment, Youth and Family Affairs on the Avoidance and Utilisation of Packaging Waste and Certain Residual Goods, Federal Law Gazette 648/1996 as amended). The goods supplied by us are delivered exclusively in packaging that participates in the Interseroh system (ISA 147353).

6. reusable containers that are not expressly included in the price and invoice amount are generally only provided on loan for deliveries. They remain our inalienable property and are held in a special packaging account of the buyer. However, if such reusable containers are not returned to us carriage paid in a clean and undamaged condition within a maximum period of 14 days after the respective delivery [or - only after corresponding agreement with us - handed over to our carrier as part of a later delivery], we shall charge the prices provided for in our current price list; ownership of such reusable containers shall only pass to the Buyer when the Buyer has paid the price charged in full.

VIII Return of the goods

1. the return of goods is only permitted if we have expressly agreed to this and the goods are in their original packaging, whereby any freight costs shall be borne by the customer.

2. the return of custom-made products, wallpaper or goods that have already been installed is excluded.

3. if we are not obliged to take back the goods and this is therefore only done as a gesture of goodwill, the costs incurred as a result (20% of the value of the goods, min. € 50.00) can be deducted from the credit note to be issued to the buyer.

IX. Prices

1. our prices are net prices, excluding VAT. In addition to the net prices, we charge VAT at the respective statutory rate. Intra-Community deliveries are only made for business purposes and only to entrepreneurs with a VAT identification number who are subject to purchase taxation.

2. our prices are based on the economic conditions existing at the time of the conclusion of the contract, in particular our prime costs existing at that time, the purchase prices, the prices for raw materials and supplies, in general the material procurement costs and the wage and salary costs. Should the aforementioned economic conditions change within 4 months of the conclusion of the contract, we shall be entitled to increase the price agreed with the buyer accordingly, and in this case the new price shall apply to orders not yet executed. The buyer must be notified of such a price change without delay; if the buyer objects to the price increase within a period of one week after receipt of the notification, we have the choice between cancellation of the contract or delivery at the originally agreed price. We will inform the buyer of our decision as soon as possible. If we declare cancellation of the contract, all claims of the buyer against us are excluded.

X. Payment, prohibition of set-off

1. unless otherwise expressly agreed in writing, our claims are due for payment within 10 days of the invoice date without deduction.

2. if a discount has been agreed separately in writing, a discount shall only be granted on the purchase of goods, provided that all previous invoices have been paid by the customer, unless the customer has justified objections to this. The "discountable gross invoice amount for goods" is decisive for discount invoices. This "discountable gross invoice amount for goods" results from the stated net invoice amount for goods after deduction of an appropriate flat rate of 15% and less any discounts, returned goods credits, etc., plus VAT on the net amount remaining after deduction. Other invoice items, such as tolls, freight, packaging and various services, are not discountable. Any agreed discounts shall not be granted if the customer is in arrears with the payment of earlier deliveries. Discount periods shall commence from the invoice date.

3. if the buyer is in arrears with a payment obligation, we shall charge interest at a rate of 9.2% above the respective base interest rate. We reserve the right to claim further damages.

4. offsetting by the buyer is only permitted with claims that are undisputed, recognised by us or legally established.

5. the buyer is not entitled to withhold payment due to warranty claims not recognised by us.

XI. Notice of defects

1. the buyer must inspect the goods immediately after delivery. If material defects or defects of title, the absence of a warranted characteristic of the goods, excess, short or incorrect deliveries are discovered, the Buyer must notify us of this in writing without delay, at the latest within 5 days of delivery of the goods (the timeliness of this notification shall be determined by the receipt of the notification to us within the aforementioned period). Similarly, in the case of defects which become apparent at a later date and which could not be detected upon delivery despite proper inspection, these must be notified to us in writing without delay, at the latest within 5 days of the respective defect becoming apparent (the timeliness of the notification shall again be determined by the date on which we receive the notification within the aforementioned period).

2. the purchaser of finished preparations (adhesives, fillers, etc.) must immediately check - by means of a trial processing - whether the delivered goods are suitable for the intended use and must notify us in writing of any defects immediately, at the latest within 5 days of delivery of the goods (the timeliness of the notification is also determined by the receipt of the notification to us within the aforementioned period). This shall apply in particular if thinners, hardeners or other components are added by the Buyer to the said finished preparations which were not purchased or recommended by us.

3. if defects or other complaints are not asserted within the periods specified in the preceding paragraphs, any claims against us based thereon, in particular from warranty, compensation for damages due to the defect itself and from error regarding the freedom from defects of the item, shall be excluded.

4. after cutting or otherwise commenced processing of the goods, the complaint of obvious defects is excluded in any case.

XII. Warranty

1. the delivered goods are defective if they do not correspond to the contractual agreement. Production-
related fluctuations in the quantity and quality of individual batches, technically unavoidable deviations in quality, colour, dimensions, (specific) weight, finish, design and pile distortions (shadding in the case of carpet velour) shall not constitute a defect, nor shall production- or material-related deviations from the sample material. Collection samples and illustrations in catalogues are non-binding and serve as a rough guide. Deviations from these therefore also do not constitute a defect. Colour deviations in printed or online illustrations are also possible and do not constitute a defect.

2. we do not guarantee that the goods and/or materials supplied by us are of consistent quality, even within a batch there may be deviations in terms of quality, colour(s) and other properties of the goods and/or materials. We also accept no liability for insignificant impairment of the usability of the goods, for natural wear and tear of the goods, for damage arising after delivery as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences, improper repair work or modifications by the buyer or third parties. Furthermore, we do not guarantee that the goods and/or materials fulfil the intended purpose(s). The presumption of § 924 sentence 2 ABGB does not apply in any case.

3. if the goods are defective, we shall, at our discretion, remedy the defect by improvement or replacement delivery within the limitation period (point XIV.) if the complaint is made in due time (point XI.), provided that the buyer proves that the defect already existed at the time of transfer of risk.

(4) We shall not be obliged to rectify or replace the goods if this requires disproportionate costs. The costs are disproportionate if they exceed 25% of the purchase price of the delivery item.

5. the buyer may only demand a price reduction (reduction of the purchase price) or cancellation of the contract (cancellation of the contract) if the existing defect could not be remedied by us despite two improvements or one replacement delivery, if we refuse the improvement or replacement delivery due to disproportionate costs, if we refuse a necessary improvement without justification, delay it unduly or if the buyer cannot reasonably be expected to accept an improvement. Cancellation of the contract is excluded in the case of minor defects.

6. the buyer must give us the necessary time and opportunity to carry out the improvement(s) or replacement delivery after consultation with him.

7. if the buyer has installed the defective item in another item in accordance with its intended use or attached it to another item, any obligation on our part to remove the defective item and to install or attach the repaired or delivered defect-free item shall be excluded; the same shall apply to the reimbursement of expenses incurred by the buyer in this respect, unless and insofar as these have been approved by us in writing in advance.

8. if the goods are subsequently moved to a place other than the original place of performance and the expenses, in particular transport, travel, labour and material costs for the improvement or replacement delivery increase as a result, these increased expenses shall be reimbursed to us by the buyer.

9. in the case of third-party products, our warranty shall be limited to the assignment of the claims we have against the supplier of the third-party product. In the event that the buyer is unable to enforce his warranty rights against the supplier of the third-party product, we shall provide warranty within the scope of the present General Terms and Conditions. 10.

10. recourse claims of the buyer against us (in particular according to § 933b ABGB) are excluded. The compensation for any recourse claims of the buyer has been taken into account accordingly in the pricing. Compensation for minor warranty claims shall be made in the form of a flat-rate discount.

XIII Liability

1. liability for slight negligence is excluded for damages of any kind.

2. the exclusion of liability shall not apply to claims arising from the Product Liability Act and/or for personal injury; however, this shall only apply insofar as liability cannot be excluded or limited.

3. the burden of proof for the existence of gross negligence or wilful intent lies with the buyer.

4. furthermore, we shall not be liable for (i) consequential damages, (ii) loss of profit, (iii) damages caused by delay and/or (iv) damages/costs incurred in connection with the installation/installation/processing of goods and/or materials improved/replaced under warranty.

XIV Limitation period

(1) Warranty claims must be asserted in court within twelve months of delivery of the goods.

2. claims for damages must be asserted in court within six months of the injured party becoming aware of the damage, but at the latest within three years of the event giving rise to the claim.

XV Retention of title

1. delivered goods shall remain our property until full payment of all claims in connection with the object of purchase. If we have entered into contingent liabilities in the interest of the buyer, the deliveries concerned shall remain our property until full release from such liabilities, in particular from bills of exchange. This shall also apply if payments have been made for specially designated claims. The inclusion of individual claims in a current account and the striking of a balance and its recognition shall not affect the retention of title.

2. if the reserved goods are processed by the buyer or combined or mixed with other items, we shall become the sole or co-owner in accordance with the statutory provisions. If the buyer becomes the sole or co-owner by law, he is obliged to transfer his sole or co-ownership to us on request by handing over the item to us (transfer by way of security).

3. the buyer is entitled to sell goods subject to retention of title in the ordinary course of business and hereby assigns to us without reservation the claims arising from the resale of such goods with all ancillary rights on account of payment (assignment in advance). We accept this assignment. The buyer and reseller undertakes to immediately make a note in his books of account and the "Open items" list of the assignment to us when a claim arises from the resale of goods subject to retention of title, stating which claim was assigned to us and when. The buyer and reseller further undertakes to inform us on request of all outstanding claims from the sale of goods subject to retention of title together with the associated debtors and to allow us to inspect the business books in order to check the book entries. We authorise the buyer and reseller, subject to revocation, to collect the claims assigned to us. This authorisation to collect shall automatically expire upon the opening of bankruptcy proceedings against the buyer's assets or a deterioration in the buyer's economic situation.

4. if goods subject to retention of title become a dependent component of a property, the buyer shall assign to us in lieu of payment any claims arising therefrom in the amount of the invoice value of the goods subject to retention of title. We accept this assignment.

5. in the event of behaviour by the buyer in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the delivery item after issuing a reminder and setting a deadline. The assertion of the retention of title and the delivery item by us shall not be deemed a cancellation of the contract. Any further compensation for damages shall remain unaffected by this.

6. the buyer must inform us immediately of any enforcement measures by third parties against the delivery item subject to retention of title or against the claims assigned to us, handing over the documents necessary for the objection.

7. the delivery item subject to retention of title must be insured by the buyer at his own expense, in particular against fire and theft. All claims against the respective insurer with regard to the items subject to retention of title shall be assigned to us on account of payment. We hereby accept this assignment.

XVI Data protection and product information

1. in compliance with the provisions of the Data Protection Act, we are authorised to store, process and transmit data relating to goods and payment transactions with the customer, insofar as this is necessary for the usual support and/or for the proper execution of the order. The buyer expressly consents to this.

2. technical data sheets, safety data sheets, declarations of conformity, certifications and other technical product information as well as product documentation are published on the homepage www.jordanshop.de/download online.

XVII Place of fulfilment/jurisdiction/applicable law

1. the place of fulfilment for all claims arising from or in connection with contractual relationships with us is our registered office.

2. the exclusive place of jurisdiction for all present and future claims arising from the business relationship, including claims relating to bills of exchange and cheques, shall be the competent court for the first district of Vienna.

3. our terms and conditions and the entire legal relationship between us and the buyer shall be governed exclusively by Austrian law to the exclusion of the rules of Austrian private international law. The application of the Vienna UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.

XVIII Severability clause/written form clause

1. should a provision of these GTC or a provision within the framework of other agreements between us and the buyer be or become invalid, this shall not affect the validity of all other provisions or agreements. The parties undertake to replace the ineffective provisions with an agreement that comes as close as possible to the economic purpose of the ineffective provisions.

2. all agreements must be made in writing. This also applies to amendments or cancellation of the written form requirement.

XIX Legal succession

These GTC and the price list issued by INKU Jordan GmbH & Co KG also apply to transactions and deliveries which the customer concludes with a sole legal successor of INKU Jordan GmbH & Co KG.

INKU Jordan GmbH & Co KG,

A-2355 Wiener Neudorf,

IZ-NÖ-SÜD Straße 3 Obj. M22

Phone: +43 (0) 2236/6701-0

Fax: +43 (0) 2236/6701-77

Company register number: FN323068a

LG Wiener Neustadt

UID: ATU64710726

Status: January 2024