GENERAL TERMS
AND CONDITIONS

ยป GENERAL TERMS AND CONDITIONS FOR
TRANSACTIONS BETWEEN BRANDS FASHION GMBH AND BUSINESSES

1. General
The following terms and conditions apply to all contracts concluded between us and the customer. On conclusion of contract, our general terms and conditions are applicable even if the customer refers to their terms and conditions of purchase. The contract is concluded with the confirmation of the order by us via fax, email or letter.

2. Prices
All goods and services are subject to the conditions and prices applicable on the settlement date, plus any applicable VAT. The prices of raw materials are subject to fluctuations that we can neither predict nor influence. We must therefore reserve the right to change our terms and conditions on short notice. All supplier-related increases that occur after our offer or after completion of a transaction are charged to the customer. We will provide evidence of any resulting cost increase to the customer upon request.

3. Delivery dates
The delivery times quoted by us are not binding. If we do not deliver goods within a maximum of four weeks after the delivery time, the customer may make a written request to us for delivery within a reasonable period. Claim for compensation for delayed delivery will only be considered in the event of intent or gross negligence. In cases where we are not responsible for an impediment to performance, the delivery time will be extended by the duration for which the impediment persists, in particular in the event of disruptions to the power supply or transport system, the imposition of an embargo, disruption to operations, labour disputes, delayed or cancelled deliveries by our own suppliers, as well as in other cases of force majeure. Should fulfilment of a contract prove impossible for any of the above reasons, we are released from the obligation to deliver.

4. Property rights of third parties
The customer is responsible for ensuring that the finishing work ordered does not infringe third party copyright or other property rights in any manner, in particular with regard to the attachment of trademarks, company emblems, logos, orders for special cuts or a specifically requested colour combination, and also with regard to specifications stipulated by the customer such as shape and size, design or technical solutions. The customer indemnifies us against all demands and claims made by third parties arising from any infringement of the property rights of third parties resulting from the customer risk area defined above.

5. Packaging and shipping
Packaging and shipping are charged separately. All consignments are shipped at the customer's risk. If no specific instructions for shipping are provided for an order, the consignment will be shipped to the best of our judgement without any responsibility on our part. Consignments whose appearance suggest damage to the contents (during transportation) must only be accepted subject to claims for damages against the carrier and a complaint must be made to the carrier with regard to any damage found.

6. Retention of title
All goods supplied by us remain our property until full payment. Until then, they may only be sold and processed in the ordinary course of business, but not be pledged or assigned as security. After acceptance and until full payment of the goods, the customer will assign to us all receivables (including subsidiary rights) from the sale of goods delivered by us. In the event of the sale of processed goods, the customer will assign the receivables in the amount of the value apportionable to our delivered goods. If the value of the securities granted to us exceeds our claims against the customer by more than 50%, we undertake to return and release securities of our choice at the customer's request.

7. Terms of payment
Our invoices for deliveries of goods are due immediately and, unless otherwise agreed, payable net cash within 10 days of the invoice date. The customer is in default if an invoice is not paid within 10 days of receipt. Checks are considered payments only after they are cashed. For late payment, we will charge interest at a rate of 8% above the base rate of the European Central Bank. If the customer is a trader, we charge this rate from the date from which the payment period is exceeded. In specific cases, we reserve the right to provide deliveries and services only against advance payment, cash payment or cash on delivery, particularly if doubts about the customer's ability to pay become apparent after conclusion of the contract.

8. Complaints and defects
Complaints must be made immediately. The defective goods must be returned free from transportation charges. If the goods contain defects for which we are responsible, we are entitled, at the buyer's discretion, to manufacture the goods again or to repair them where possible. The customer is entitled to reduce the value of or withdraw from the contract only if the newly manufactured or repaired goods fail to remedy the defect. No liability is accepted for the accuracy of the specifications for orders placed by telephone. For all deliveries, we will ship samples for assessment and approval. If the customer does not require an initial sample or approves the digital photo, the samples are considered to be approved. Later complaints do not constitute claims for compensation and provide no entitlement to a reduction of the invoice amount. No liability is assumed for submitted goods. This also applies to processing of the goods. The return and exchange of custom-manufactured goods without defects is excluded.

9. Liability
We are only liable for damages if
* The liability is mandatory, for example in accordance with product liability law or in cases of death, bodily injury or damage to health
* We infringe a guarantee granted by us
* The damage is due to intent or gross negligence
* We culpably infringe any essential contractual obligation (cardinal obligation), i.e. an obligation essential to fulfilment of the contract on which the customer is entitled to rely.

In all other cases, our liability for damages is excluded.

10. Trademark use
We are entitled to publish and use the trademark and company name of the customer as well as the ordered product and details of the order in our catalogues.

11. Place of performance, place of jurisdiction
Place of performance for deliveries and payments is Buchholz in der Nordheide, Lower Saxony, Germany. The agreed court of jurisdiction is Tostedt, Lower Saxony, Germany. Should any of the above provisions be invalid, this has no effect on the validity of the remaining provisions.

Version: November 2011