of Marlino GmbH, Frankfurter Ring 247 / RGB, 80807 Munich, Germany, represented by the Managing Director Dirk Nienaber, Amtsgericht München HRB 111121, e-mail: info@marlinogroup.com; VAT identification number: DE174828969.

I. Conclusion of contract, content of contract

1. These General Terms and Conditions apply to all transactions with customers who are entrepreneurs within the meaning of § 14 BGB.

2. Our offers, deliveries and services are subject exclusively to these General Terms and Conditions. The customer's general terms and conditions shall not become part of the contract, even if we do not expressly object to them again.

3. Our offers are subject to change.

4. Contracts are concluded by the customer's acceptance of our offer by classification and signature.

5. Illustrations and samples as well as descriptions of the products in offers, sample books, price lists and other documents are to be understood as approximate only; they do not constitute a guarantee of the quality of the goods unless the guarantee is given expressly and in writing.

6. We reserve the property rights and copyrights to illustrations, samples of goods, sample books, sketches, drawings and comparable items. The customer may only use these items and our intellectual property contained therein within the framework of the business relationship with us, he may not make them accessible to third parties without our prior consent and he must return them to us immediately upon request.

7. The customer is obliged to obtain our prior written consent when advertising our goods using the trademarks. If the customer uses a graphic representation of the Marlino GmbH trademarks in the advertising, he must obtain our approval in text form.

II. credit insurance / factoring / prepayment

We work with a credit insurance/factoring company that credit insures our customers and/or buys our receivables.

a) We will not confirm orders placed by our customers on the payment terms otherwise customary or offered at the time of ordering if our credit insurance/factoring company does not or only partially credit-insure or purchase claims against the customer. We will inform the customer immediately. In the event of non-insurance or only partial insurance or non-purchase or only partial purchase by the credit insurance/factoring company, the customer already agrees at the time of ordering that we require advance payment from him with regard to the entire purchase price as follows: 30% of the purchase price within 30 days of order confirmation; 70% seven (7) days before the date of dispatch notified by us.

b) Should we learn between the conclusion of the contract and the delivery of the goods that our credit insurance/factoring company does not or only partially credit-insure or purchase claims against the customer, we shall be entitled to demand advance payment as follows due to the resulting risk to our claims: 30% of the purchase price immediately, but not before the expiry of 30 days from the order confirmation; 70% seven (7) days before the date of dispatch notified by us.

III. prices, payments

1. Our prices are net plus value added tax at the respective statutory rate.

2. EU and Switzerland: Prices are free domicile. In exceptional cases, prices may also apply ex warehouse. Depending on the case, the order information applies.

3. Third countries: Prices are ex warehouse Munich. For deliveries to third countries, the customer shall bear the transport costs and all customs and border duties.

4. Our invoices are payable from the date of invoice as follows: 10 days with 4 % discount / 30 days net.

5. If, in the case of clauses II a) and II b), the customer fails to make the advance payment on the dates specified, we shall be entitled without further ado to withdraw from the contract and to claim damages for non-performance. Any initial payment on account by the customer in the amount of 30% is not to be repaid by us, but will be offset against our claim for damages as a lump-sum minimum damage.

6. If the customer is in default with a payment obligation towards us in whole or in part for more than 30 days, all claims existing from the business relationship shall become due immediately.

IV. Delivery dates

1. The delivery dates on the respective offers or orders shall apply.

2. Customer requests for a binding delivery date shall only become part of the contract if we confirm the delivery date in text form.

3. Unforeseen events for which we are not responsible (e.g. bottlenecks in (raw) materials, delays in the delivery of (raw) materials, delivery delays on the part of our suppliers, import difficulties, operational and traffic disruptions, force majeure) shall extend the delivery period appropriately. If we are still unable to deliver after a reasonable extension, both the customer and we are entitled to withdraw from the contract. Claims for damages by the customer are excluded in this case.

4. If we are unable to meet a binding delivery date for reasons for which we are responsible, the customer must unsuccessfully set us a subsequent delivery period of at least 10 days before he may withdraw from the contract and/or claim damages.

5. We are entitled to make partial deliveries.

V. Dispatch and transfer of risk

The risk shall pass to the customer as soon as the goods are taken over by a forwarding agent or carrier at our premises or delivery warehouse. This shall also apply if we take over further services, such as freight-free shipment, carriage or similar.

VI. retention of title

1. Delivered goods shall remain our property (goods subject to retention of title) until complete fulfilment of all payment claims arising from the entire business relationship.

2. The customer is not permitted to pledge or assign the reserved goods as security.

3. The customer assigns to us in advance all claims resulting from the resale of the reserved goods as well as any claims for compensation regarding the reserved goods.

4. The customer is only entitled to resell the reserved goods under the following conditions: (a) the reserved goods may only be sold in the ordinary course of business and at market prices;(b) the reserved goods may only be sold subject to retention of title; (c) the customer may not be in default with its payment obligations to the supplier.

5. The customer shall accept payments from his customers for the goods subject to retention of title for our account and use them primarily to settle our due claims.

6. The customer must avert seizure, confiscation or other access by third parties to the goods subject to retention of title as far as possible and inform us immediately.

7. In the event of conduct in breach of duty which jeopardises our security interest, in particular in the event of default in payment and in the event of disregard of the conditions regulated in the above paragraphs, the customer shall lose without further ado any entitlement to dispose of the goods subject to retention of title and we shall be entitled to demand the immediate surrender of the goods subject to retention of title at the customer's expense even without withdrawing from the contract or to remove the goods from the customer's business premises and/or warehouse during normal business hours.

8. To the extent that the value of our securities under this Clause VI exceeds the amount of the secured claims by more than twenty (20) per cent, we shall, at the written request of the customer, release securities of our choice to the corresponding extent.

VII Warranty; Liability

1. The customer loses the right to invoke a defect if he does not inspect the delivered goods with due care immediately after delivery and does not immediately give written notice of any defect he has discovered or should have discovered, at the latest within one month of delivery. An effective complaint requires that the defect is precisely described.

2. With regard to subsequent performance, withdrawal and reduction, the customer has the statutory rights.

3. A limitation period of one (1) year applies to claims for defects, which begins with the delivery of the item to the customer.

4. We shall be liable without limitation insofar as the customer's damage is based on an intentional or grossly negligent breach of duty by us or a legal representative or vicarious agent of ours.

5. We shall also be liable for the slightly negligent breach of essential obligations, the breach of which jeopardises the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer regularly relies. In this case, however, we shall only be liable for the foreseeable damage typical for the contract. We shall not be liable for the slightly negligent breach of obligations other than those mentioned in the above sentences.

6. The limitations of liability in paragraphs 5 and 6 do not apply in the event of injury to life, limb or health, for a defect after the assumption of a guarantee for the quality of the product and for fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

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

8. We shall not be liable for the fact that the delivered goods infringe industrial property rights of third parties of which we are not aware at the time of delivery, unless the lack of knowledge is due to gross negligence.

VIII Choice of law, place of performance, place of jurisdiction

1. The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. The place of performance for all contractual claims is Munich.

3. The place of jurisdiction is Munich. However, we are also entitled to bring an action against the customer at the customer's registered office.