These Terms and Conditions of Sale and Delivery (hereinafter “Terms and Conditions”) apply solely to online retail sales to corporate customers and private end consumers. The terms “corporate customer” and “private end consumer” are defined in item 1.2.

If the customer is a natural person placing an order for no purpose that can be attributed to his or her commercial or business activities, he or she is considered a consumer under the law and is classed as such and referred to as a “private end customer” within these Terms and Conditions. All other customers are referred to as “corporate customers” in these Terms and Conditions. Both business people and business owners are classed as corporate customers.

The business relations between us and our customers are governed exclusively by these Terms and Conditions. We expressly oppose any conditions of purchase or other Terms and Conditions issued by the customer. Should any provision set out in these Terms and Conditions of Sale and Delivery be or become invalid, this does not affect the validity of the remainder of the Terms and Conditions or the contract as a whole. The relevant statutory regulation shall apply in lieu of the invalid provision. In no event whatsoever shall any part of these Terms and Conditions of Sale and Delivery be replaced by the customer’s own Terms and Conditions. The same shall apply in the event of an omission in these Terms and Conditions of Sale and Delivery.

If a framework agreement exists between us and the customer, these Terms and Conditions will apply to both said agreement and any individual orders. Insofar as the contract, or conclusion of the contract, is mentioned in these Terms and Conditions, this constitutes a reference to individual orders and their acceptance, and does not pertain to the framework agreement.

We are authorised to amend our Terms and Conditions of Sale and Delivery with effect for the future business relationship with the customer after providing appropriate notification. The amendment(s) shall be deemed to be approved if the customer does not file a written objection within six weeks of the notification of the amendments. We shall draw the customer’s attention to this consequence at the time of providing notification of the amendment(s).

Our websites only contain an invitation to treat. Only once a customer places an order does this constitute a binding offer (see also item 4: Right of cancellation for consumers). A contract between us and the customer only comes into existence once we have sent written confirmation of our acceptance of the order to the customer; either by email or fax. If no other written agreement has been made, the written confirmation of the order (including by email or fax) constitutes acceptance of the order. With regard to the content of orders and agreements, exclusively our written confirmation is binding.

If the customer orders goods to be sent to a third party, it is only the customer and not the third party who is our contractual partner.

We provide the customer with an online order form. The customer can either complete and submit this form online, or print it out, fill it in and send it to us either by fax or by post. The customer may also place an order without using the order form. In this case, however, the order must contain the necessary information required on the order form. If the orders are to be dispatched to a third party (gift recipient), the customer is required to provide the full address of each gift recipient when placing the order. We cannot accept orders to post box addresses.

In order to be able to process the order, we are authorised to save and process customer data acquired relating to the business relationship or in any way connected with it in accordance with the provisions of the German Federal Data Protection Act, regardless of whether these data originate from the customer or from third parties. For details of our data protection agreement, please see our website, which provides access to the data protection agreement and the option to print it.

In the following, we provide information for customers placing orders via remote communications (e.g. fax, email, phone) regarding their statutory right of cancellation:

Revocation policy

The customer is entitled to cancel the agreement within 14 days in written form (e.g. by letter, fax or email) without having to provide reasons or, if the goods have reached them within this period, by returning the goods. The period commences upon receipt of this cancellation policy in written form, but not before the goods have reached the customer (in the event of repeat deliveries of similar products, not before the customer receives the first part of the delivery). Further, it cannot begin before we have met the disclosure requirements as stipulated in Article 246, Section 2 in conjunction with Section 1, Paragraphs 1 and 2 of the Introductory Act to the German Civil Code (EGBGB) and in accordance with the requirements stipulated in Section 312 g, Paragraph 1, Subsection 1 of the German Civil Code (BGB) in conjunction with Article 246, Section 3 of the EGBGB. The timely notification of cancellation or return of the goods within the cancellation period is sufficient. Cancellations are to be addressed to:

J.G. Niederegger GmbH & Co. KG

Zeißstraße 1 - 7

23560 Lübeck
Germany
info@niederegger.de

Consequences of revocation

In the event of an effective cancellation, the services provided by both parties are to be returned and any benefits surrendered. If the customer cannot return to the seller the goods received and services provided, or can only return them in a deteriorated state, the customer may be obliged to compensate the seller accordingly. This does not apply to the provision of goods if the deterioration of said goods is due exclusively to their inspection, as would have been possible in a shop. In other respects, the customer can avoid having to provide compensation for a deterioration of the goods as a result of their proper use by not treating the goods as their personal property and avoiding anything that may impair their value.

Goods that can be sent by parcel post are to be returned at the seller’s expense and risk. The customer is to bear the return costs if the goods delivered correspond to the goods ordered and if the value of the goods does not exceed €40 or if, in the case of a higher price, the customer had not provided the required consideration or an agreed partial payment at the time of cancellation. Otherwise, the customer may return the goods free of charge. Goods that cannot be sent by parcel post will be collected from the customer’s premises. Obligations to refund payments must be met within 30 days. This period starts for the customer when they send their cancellation or return the goods, and for the seller upon receipt.

As of 17 June 2013, a delivery time of five days applies for deliveries within Germany and the EU. For deliveries to other countries, a delivery time of twelve days applies. In both cases, the delivery time applies from the date the customer receives confirmation of the order. Delivery times for corporate customers are always approximate. For corporate customers, the delivery time begins with the notification that the goods are ready for dispatch.

If we are unable to deliver the goods ordered by the customer, or unable to deliver the quantity ordered, the order process will indicate another delivery time. If the customer does not accept the delivery time indicated in the order, the product affected will be removed from the order. For corporate customers, we would ask customers to contact our customer service department. We explicitly reserve the right to make partial deliveries to corporate customers. We will not make partial deliveries to a customer if no other delivery time than the one stated in item 5.1 has been given, and accepted by the customer, at the time the goods were ordered. Partial deliveries are only possible for corporate customers to an extent that is reasonable for the customer. The seller will bear any additional costs associated with partial deliveries, insofar as the customer is not responsible for the circumstances causing the necessity of partial delivery.

Delays in delivery due to operational breakdowns, measures taken by a public authority or force majeure give rise to a reasonable extension to the date of delivery. Force majeure is also constituted by labour dispute measures including strikes and legitimate lockouts in our business establishment or that of our input suppliers. In the event that the above-mentioned circumstances, for which the seller is not responsible, make it impossible, or unreasonable, to make the delivery, the seller is released from the obligation to deliver. If the delay in delivery is longer than one month, both ourselves and the customer shall be entitled to withdraw from and rescind the contract as long as the delivery is not made within the subsequent deadline set by us or by the customer. Any claims for damages made by the customer are precluded in the cases mentioned in this item 5.3 within the limits set out in section 11.

This contract is concluded subject to the goods being supplied punctually to us. If, through no fault of our own, we have not received the goods punctually, or within a period of at least one month, and have not concluded a congruent hedging transaction, we are released from the duty to deliver. Any claims for damages made by the customer are precluded within the limits set out in section 11.

If the customer delays acceptance of the order, we are authorised to withdraw from the contract and to demand compensation for damages. It shall be at our discretion to choose compensation for the damages actually incurred or – for corporate customers – payment of a contractual penalty in the amount of 25% of gross purchase price (purchase price including VAT). It is the responsibility of the customer to prove that we did not incur any expenses or losses at all, or that the expenses or losses incurred by us were less than the contractual penalty stipulated above.

For corporate customers, we are authorised but not obliged to insure deliveries on behalf of and for the account of the customer.

Free delivery is available on orders with a minimum gross value of €150.00 sent within the Federal Republic of Germany. Free shipping is generally not available for deliveries made to addresses abroad. For smaller orders (up to 20 kg), we charge a flat rate for freight costs as outlined in the following table of shipping charges, provided the gross order value does not exceed €150. The prices quoted in the table of shipping charges are in euros and include VAT. Please note that deliveries to Switzerland and Norway fall under the “Rest of the world” category in the table below. If an order exceeds the weight limits stipulated in the table or if the order value (price including VAT) exceeds €150, then delivery is free of charge within the Federal Republic of Germany. Free shipping to addresses abroad is – regardless of weight and order value – not possible. In the event of deliveries abroad that exceed the weight limits stipulated in the table, shipping costs will be agreed on an individual basis. With regard to supplementary costs relating to deliveries abroad, our customers can contact us for advice on the following number: +49 (0)451 53010.

Table of shipping charges

Dispatch of gifts

At the request of the customer, we will arrange for dispatch to a third party at the customer’s expense. Gift recipients are always exempt from any costs. Only the customer will be invoiced for postage/freight charges to the extent detailed in items 6.1 and 6.2. This also applies if we insure items in transit on the basis of individual agreements.

In the event of dispatch being delayed for reasons that are the responsibility of the customer, the risk passes to the customer upon notification that the goods are ready for dispatch. Any warehouse costs incurred after transfer of risk shall be borne by the customer.

For corporate customers, the goods are transported on behalf of and for the account of the corporate customer to the extent set out in items 6.1 and 6.2. The risk of accidental loss or accidental deterioration of the goods shall pass to the corporate customer upon the surrender of the goods to the forwarding agent, the carrier or collector at the factory or warehouse. If the surrender or dispatch of goods is delayed due to reasons for which the corporate customer is responsible, the risk shall be transferred to the customer as from the day that the goods were originally due to be surrendered. We are prepared to take out appropriate insurance at the request of the corporate customer.

Should the customer exercise his or her right of cancellation, we refer to the stipulations set out in item 4 with regard to the costs of returning goods.

Our prices are ex-works and do not include packing and shipping costs. If you visit our online store as an end consumer, all stated prices include value added tax. As a registered business client, once you visit our online store all items will appear with net prices, in other words before value added tax. All prices include the preparation of gifts and inclusion of greetings cards from the customer to the gift recipient. Customers are informed that additional costs may be incurred for shipping to an address abroad. We offer advice to customers with regard to incidental costs on shipments abroad and can be reached by telephone on +49 (0)451 53010.

The definitive price is that stated in our order confirmation. Regardless of the price agreed, corporate customers shall be liable to pay the price listed in the price list currently valid on the day of the delivery, including the currently applicable statutory VAT rate, provided that there is a period of more than four months between the conclusion of the contract and the date of delivery.

For corporate customers, we are also authorised to adjust the price where the period between conclusion of the contract and delivery is less than four months and our production costs (raw materials, ingredients, salaries, rent, electricity, water) increase by more than a total of 5% on balance (e.g. costs for raw materials decrease and salaries increase; both must be taken into account) in the same period. The price adjustment will be negotiated as quickly as possible between ourselves and the customer and should be based upon the increase in production costs. In such cases, the customer is authorised to rescind the contract in the event that no settlement through negotiation can be found.

When agreeing on duty-free prices, corporate customers are obliged to send us the necessary customs documentation. Should the corporate customer neglect to do this, or should other reasons later result to the effect that the goods cannot be provided free of duty, the corporate customer or issuer shall be liable to provide us with the declaration of exemption from duty.

For orders placed in our online store, we accept payment via PayPal, giropay and by credit card. Payment is due as soon as the contract comes into effect.

The customer is only entitled to offset the amount owed against counterclaims where said counterclaims are uncontested, or have been legally upheld. This limitation does not apply insofar as the counterclaims are based on defective goods supplied by us.

Payment orders and cheques made out by corporate customers, as well as – by special agreement – bills of exchange will only be accepted for purposes of payment after settlement of all expenses of collection and financing costs. Bills of exchange must be eligible for rediscounting. Renegotiation and roll-over are not considered as fulfilment of payment. Credit notes for bills of exchange or cheques are always subject to the receipt of payment. They shall be provided with the value date of the date on which we can dispose of the counter-value.

The delivered goods remain our property until the purchase price has been paid in full.

The following conditions also apply to business relations with corporate customers: the goods remain our property until the customer has fully paid all outstanding amounts at the time the contract in question was concluded; our retention of title also extends to any amounts owed by the customer in the future, including all balance payment requests.

The following conditions also only apply for the duration of the retention of title for corporate customers: the risk of accidental loss, wear or damage to the delivery item is borne by the customer. For the duration of the retention of title, the corporate customer must insure the delivery item at its original value with comprehensive cover and third-party liability cover, taking into account all transportation risks, providing that the rights resulting from the insurance are assigned to us. All claims by the customer under the respective insurance policy are hereby assigned to us. We hereby accept this assignment. In the event of a write-off, the insurance benefits must be used for repayment of our outstanding receivables. The customer has the right to any surplus.

The following conditions also apply only to corporate customers: Pledges or transfers of ownership to third parties or pledging or transfer of ownership of expectancy rights by the customer are excluded. Corporate customers have the revocable right to resell the delivery item or items resulting from processing within the scope of their regular business activities. This right shall only be revoked in the event of a culpable infringement of obligations on the part of the corporate customer. The corporate customer assigns to us all claims to which we are entitled arising from the resale of delivery items and the business relations with his or her customers in the context of the resale, including any current account balance claims, along with all subsidiary rights. We hereby accept this assignment. The corporate customer is entitled and authorised to collect the assigned claims, insofar we do not revoke this authorisation as a result of a culpable infringement of obligations on the part of the customer. The authorisation of collection expires even without explicit revocation if the corporate customer stops his payments. In the event that the authorisation of collection expires, the corporate customer must be able to provide written evidence on request regarding to whom the items have been resold and what claims he or she is entitled to as a result of the resale. The funds received by the customer after the termination of the right to collect the claims assigned to us shall be accepted on a fiduciary basis up to the amount of all secured claims and shall be paid to us without delay.

The customer must inform us immediately of any infringement of rights relating to delivery items that are our property. The customer shall bear the costs of all action taken to release the item transferred to us by way of security from third-party rights.

In the event of payment default by the customer, the delivery items must be returned to us immediately on request, without this requiring us to rescind the contract. The same applies in the event of a significant deterioration of the financial situation of the customer. Neither the request for the return of goods nor the return of goods shall be construed to constitute any termination of the contract.

If the claims assigned to us as detailed in item 9 are secured by more than 110% by delivery items and/or assignments or other collateral securities other than for a limited duration, we will release the customer of securing rights to the extent mentioned above at the customer’s request.

Consumers are subject to the statutory provisions with regard to liability for defects.

In the event that the delivery item is subsequently relocated to another place than the agreed delivery location, we shall not be liable for any increased expenses for supplementary performance (including, but not limited to, transportation and travel costs). This limitation shall not apply if the relocation of delivery goods to another place than the agreed delivery location is in accordance with its intended and contractually agreed use.

Damage caused by external influences or incorrect handling is excluded from the liability for defects.

Item 11 (Liability) shall also apply to claims for damages. Claims based on defects by the customer against us over and above those regulated in this item, or claims other than those regulated in this item, are excluded.

The following conditions apply to corporate customers: Under the terms of the warranty, the corporate customer is entitled solely to a subsequent or supplementary delivery. If the subsequent/supplementary delivery cannot be made, either at all or within a reasonable period of time, the customer may either withdraw from the contract pertaining to the delivery in question or accept a reduction in the purchase price. We are entitled an appropriate number of subsequent/supplementary deliveries – but no fewer than three. Should the customer opt for a reduction in the purchase price, we will immediately refund the excess portion of the transferred sum. There shall be no claims for defects in the case of only slight variation from the agreed quality, or only minor impairment of serviceability.

For corporate customers, any claims against us for breach of warranty shall become statute-barred one year after delivery of the goods. This shall not apply in cases when the law prescribes longer periods as mandatory. The legal provisions regarding suspension of expiration, suspension and recommencement of limitation periods remain unaffected.

The restrictions and limitations detailed in items 10.5 and 10.6 do not apply if the warranty claims are based on intent or gross negligence on our part or on the part of our organs, employees or agents, or if loss of life, physical injury or health damage has been sustained through our fault or through the fault of our organs, employees or agents or through fraudulent concealment. Any further claims, in particular claims for damages, are excluded or limited in accordance with Section 11 (Liability).

Corporate customers are obliged to inspect the goods thoroughly and immediately on receipt and to report any damage or incorrect deliveries or delivery quantities to us in writing without delay. For corporate customers, notification shall be deemed “without delay” if it is received by us within eight days of delivery of the items. Hidden defects must be reported in writing by corporate customers immediately upon discovery.

In addition, corporate customers are subject to the following provision: In the context of any recourse in accordance with Section 478 of the German Civil Code (BGB), corporate customers are obliged to inform us of complaints by their customers and to give us the opportunity to settle any claims for damages directly with their customers. If we do not make use of this opportunity, we are only liable insofar as the corporate customer has not made any agreement with his or her customer that goes beyond statutory liability for defects.

The following liability exclusions and restrictions also apply to tort claims insofar as these compete with contractual claims.

Our liability for damage of any kind is excluded. This does not apply:

- to damage that we have caused wilfully or as a result of gross negligence;

- to damage resulting in loss of life, physical injury or health damage that is due to minor negligence, as well as – subject to the provisions set out in items 11.3 and 11.4 – for damage that is caused by us breaching essential contractual obligations. Essential contractual obligations are those that facilitate the proper performance of the contract and upon the fulfilment of which the customer can rely.

In the event of a negligent breach of our essential contractual obligations, our liability – with the exception of cases where the breach leads to loss of life, physical injury or health damage – is limited to the typical damages that could reasonably be envisaged by us in line with a contract of this kind at the time of the conclusion of the contract or breach of obligations.

For corporate customers, claims for damages resulting from minor negligence on our part are excluded if not pursued in court within a period of three months following refusal of the claims as indicated by either us or our insurer.

The liability exclusions and restrictions set out in items 11.1 to 11.4 also apply to the liability we assume for our organs, employees and agents.

The liability exclusions and restrictions set out in items 11.1 to 11.5 do not apply in cases where protection is already in place in the form of liability insurance. They also do not apply to claims made in line with the Produkthaftungsgesetz (German Product Liability Act) insofar as liability is compulsory in accordance with the Act.

The place of performance for deliveries and payments for sales made to corporate customers and legal entities under public law or a special funds under public law is Lübeck.

Customers who are business people, legal entities under public law or special funds under public law agree to Lübeck as the place of jurisdiction on the basis of these provisions and on the basis of agreements arising from these provisions. We are nonetheless entitled to initiate legal proceedings against the customer in their place of jurisdiction. Consumers and business persons are subject to the legal provisions regarding the place of jurisdiction. Lübeck is also the place of jurisdiction for customers who are not business people if the customer has no place of jurisdiction in Germany, if the customer moves their permanent abode or main place of residence abroad after the contract has been concluded or if the customer’s permanent abode or main place of residence is unknown at the time legal proceedings are initiated.

These Terms and Conditions are governed exclusively by German law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Should any provision set out in these Terms and Conditions be or become invalid, this does not affect the validity of the remainder of the Terms and Conditions. The relevant statutory regulation shall apply in lieu of the invalid provision. In no event whatsoever shall any part of these Terms and Conditions be replaced by the customer’s own Terms and Conditions.