GENERAL TERMS AND CONDITIONS OF BUSINESS

of com2C GmbH & Co. KG for consulting services

In the following referred to as com2C
Status: March 2007

§ 1 General - Scope 
(1) The following general terms and conditions (in short: GTC) apply to all consulting services from com2C to the customer. customer i S. of business relationships are entrepreneurs.
(2) The scope of the services to be provided by the consultants is determined solely by the written contracts.

§ 2 Conclusion of contract
(1) The basis of each consulting order is the written consulting contract concluded under the validity of these General Terms and Conditions. All relevant framework data of the order must be specified in this contract, but at least the type and scope of the contractual services, in particular which ancillary services are provided in addition to the consulting activity, the remuneration and, in the case of fixed transactions, the completion dates.
(2) Consulting services are provided exclusively on the basis of the information provided by the customer.

§ 3 Remuneration 
(1) All prices do not include statutory sales tax.
(2) com2C has the right to retain the documents until the customer has paid in full.
(3) com2C is entitled to reimbursement of all expenses that were necessary for the fulfillment of the order. Travel and the allocation of external services must be agreed with the customer in advance.
(4) The remuneration is due upon delivery of the work after invoicing. In the case of delivery of partial work, the remuneration is due upon delivery of the partial work and invoicing. com2C is entitled to demand advance payments according to the workload. Expenses and costs are due upon invoicing. Due invoices are payable without deduction.
(5) During the delay, the customer has to pay interest on the money owed in the amount of 8 % above the base interest rate. com2C reserves the right to prove and claim higher damages caused by default towards the customer.
(6) The customer may only offset undisputed or legally binding claims or offset these against claims from com2C. The customer may only exercise rights of retention if his counterclaim is undisputed or legally established.

§ 4 External Services
(1) com2C is entitled to order the external services required to fulfill the order in the name and for the account of the customer. The customer is obliged to authorize com2C in writing to do this.
(2) If, in individual cases, contracts for third-party services are concluded in the name and for the account of com2C, the customer undertakes to indemnify com2C internally from all liabilities resulting from the conclusion of the contract, in particular from the obligation to pay the price for the third-party service .

§ 4a Obligations to cooperate
(1) The customer must ensure that com2C has access to all relevant information that is necessary for the consulting service or that com2C considers necessary.
(2) com2C undertakes to treat all business and trade secrets of the customer confidentially and to protect them against unauthorized access by third parties. This also applies to business and trade secrets of other companies that have become known to com2C in the course of their work for the customer.
(3) Insofar as information or documents are made available to com2C during the execution of the consulting contract, com2C will also treat them as strictly confidential and use them exclusively to fulfill the required consulting services. The documents will be handed over to the customer immediately after completion of the consulting service.

§ 5 Liability
(1) com2C has unlimited liability for intentional and grossly negligent breaches of duty by its legal representatives and other vicarious agents.
(2) For simple negligent breaches of essential contractual obligations, com2C is only liable for typical, foreseeable damage. com2C is not liable for slightly negligent breaches of other contractual obligations.
(3) Complaints and complaints of any kind must be made in writing to com2C within two weeks of delivery. Thereafter, the work shall be deemed to have been accepted in accordance with the contract and free of defects.

§ 6 Warranty/Remedy of defects
(1) com2C carries out all work with the utmost care and in compliance with general industry-specific principles and generally recognized technical, business and ecological principles.
(2) All recommendations and forecasts are made to the best of our knowledge and belief. com2C does not accept any liability for the content of such recommendations and forecasts.
(3) com2C offers a guarantee for the services insofar as it accepts liability for them in accordance with Section 5 of the General Terms and Conditions. Insofar as services from com2C are defective, the customer has the right to rectification. He can first demand rectification. If the defect cannot be remedied by repeated improvement, the customer is entitled to withdraw from the contract with regard to the defective service or to demand a reasonable reduction in payment. The claim for reimbursement of the costs incurred for the production of the proper services is excluded for both parties.

§ 7 Default of acceptance and failure to cooperate
If the customer defaults in accepting the services offered by com2C or if the customer fails to cooperate in spite of a reminder and setting a deadline by com2C, com2C is entitled to terminate the contract without notice. com2C retains a right to compensation for the additional expenses incurred as a result of the delay and for the damage incurred. This also applies if com2C does not exercise its right of termination.

§ 8 Examination of contract conclusions
"Our company regularly checks your creditworthiness when concluding contracts and in certain cases in which there is a legitimate interest. We work with Creditreform Herford & Minden Dorff GmbH & Co. KG | Krellstr. 68 | 32584 wages, together, from which we get the data we need for this. For this purpose we transmit your name and your contact details to Creditreform. Further information on data processing at Creditreform can be found in the detailed information sheet "Creditreform information pursuant to Art. 14 EU-DSGVO (see Annex 1) or at www.creditreform-ORT.de/EU-DSGVO"

§ 9 Dispute Resolution

The European Commission provides a platform for online dispute resolution: https://ec.europa.eu/consumers/odr. Our e-mail address is: info@com2-c.de

We are not willing or obliged to participate in dispute settlement procedures before a consumer arbitration board.

§ 10 Final Provisions
(1) The place of jurisdiction for all disputes is the place of business of com2C. Even if the customer does not have a general place of jurisdiction in the Federal Republic of Germany at the time com2C files an action or the registered office or domicile or habitual abode is not known, the place of jurisdiction is the registered office of com2C. Place of performance is Porta Westfalica.
(2) The law of the Federal Republic of Germany applies exclusively to the contractual relationship between the parties, excluding the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.
(3) Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.
The same applies to filling a gap in the contract with the customer or in these General Terms and Conditions.

General Terms and Conditions of
com2C GmbH & Co. KG for the delivery of goods
In the following referred to as com2C
Status: March 2007

§ 1 General - Scope 
(1) The following general terms and conditions (in short: GTC) apply to all deliveries, services and offers from com2C to the customer. customer i S. of business relationships are entrepreneurs.
(2) Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract, even without express objection, unless their validity is expressly agreed to in writing. They also do not become part of the contract if com2C carries out the delivery of goods without reservation in the knowledge of such customer conditions. This also applies to all future deliveries of goods from com2C to the customer.
(3) If the customer did not receive the GTC with the respective offer from com2C or were handed over on another occasion before or at the conclusion of the respective contract, they still apply if the buyer knew or should have known about them from an earlier or other business relationship .
(4) com2C is entitled to collect, store, process and use information and data about the customer and to pass it on to third parties, in particular for the purpose of debt collection or outsourced debtor management for storage, processing and use.

§ 2 Conclusion of contract
(1) Offers from com2C are non-binding, especially with regard to prices, quantities, delivery times, delivery options and additional services. Technical changes as well as changes in shape, color and/or weight are reserved within reasonable limits. The express assurance of properties requires the written confirmation of com2C.
(2) The scope of the services to be provided by com2C is determined solely by the written contracts.

(3) By ordering a product, the customer makes a binding declaration that they want to purchase the ordered product. com2C is entitled to accept the contractual offer contained in the order within two weeks of receipt by com2C. Acceptance can be declared either in writing (also by invoice or delivery note) or by delivering the goods to the customer.
(4) If the customer orders the goods electronically, com2C will immediately confirm receipt of the order. The confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance. When ordering electronically, the text of the contract is saved by com2C and sent to the customer by e-mail on request together with these General Terms and Conditions.

(5) There are no fixed delivery times. If a fixed delivery date has been agreed in deviation from this, the customer must set a reasonable grace period of usually four weeks in the event of a delay in delivery. The conclusion of the contract is subject to the correct and timely self-delivery by suppliers of com2C. This only applies in the event that com2C is not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with com2C's supplier. Due to capacity bottlenecks, it cannot be ruled out that the products offered by com2C or ordered from com2C are not available at the scheduled delivery time - possibly for a longer period of time. The offers and order confirmations are therefore subject to product availability. The customer will be informed immediately about a sustained unavailability of the service. The consideration will be refunded.

§ 3 Force Majeure 
In the event of force majeure and all other obstacles for which com2C is not responsible, the delivery and service periods are extended appropriately. If the delivery and/or acceptance is exceeded by more than eight weeks as a result of the disruption, both parties are entitled to withdraw. In the event of a partial or complete loss of supply sources, com2C is not obliged to procure replacements from third-party suppliers. In this case, com2C is entitled to distribute the available quantities of goods, taking into account any personal requirements.

§ 4 Shipping 
com2C reserves the right to choose the shipping route and type of shipping. Additional costs caused by the customer's special shipping requests shall be borne by the customer. The same applies to increases in freight rates occurring after conclusion of the contract, any additional costs for diversion, storage costs, etc., unless carriage paid delivery has been agreed.

§ 5 Retention of title 
(1) com2C retains ownership of the goods until all claims from an ongoing business relationship have been settled in full, including ancillary claims, claims for damages and cashing of checks. The retention of title also remains in place if individual claims are included in a current account and the balance has been drawn and acknowledged.
(2) The customer is obliged to notify com2C immediately of third-party access to the goods, for example by way of seizure, as well as any damage or destruction of the goods. The customer must notify us immediately of a change in ownership of the goods and a change of residence.
(3) com2C is entitled to withdraw from the contract and to demand the return of the goods in the event of breach of contract by the customer, in particular default in payment or breach of an obligation under Section 2 of this provision.
However, the assertion of the retention of title alone does not constitute such a declaration of rescission. this is not a withdrawal from the contract, even if partial payments were subsequently permitted.
(4) The customer is entitled to resell the goods in the ordinary course of business. He already assigns to com2C all claims in the amount of the invoice that accrue to him from the resale to a third party. com2C accepts the assignment. After the assignment, the customer is authorized to collect the claim. com2C reserves the right to collect the claim itself as soon as the customer does not properly meet his payment obligations and defaults on payment.
If com2C appears to be jeopardizing the realization of its claims, the entrepreneur must inform its customers of the assignment upon request by com2C and provide com2C with all the information and documents required to directly enforce its rights.
(5) The handling and processing of the goods by the customer always takes place in the name and on behalf of com2C. If items are processed that do not belong to com2C, com2C acquires co-ownership of the new item in the ratio of the invoice value of the goods delivered by com2C to the invoice value of the other processed items.
The same applies if the goods are mixed with other items that do not belong to com2C.
(6) If the value of the securities to which com2C is entitled exceeds the claims to be secured against the customer by more than 20%, com2C is obliged to release securities to this extent at the customer's request. The securities to be released are selected by com2C.

§ 6 Remuneration 
(1) The purchase price offered is the net price ex warehouse. The shipping costs will be charged according to actual expenditure. The customer can pay the purchase price by cash on delivery or on account.
(2) Payment must be made within the agreed payment period. After expiry of the payment period from the invoice date, the customer is in default of payment.
During the delay, the customer has to pay interest on the money owed in the amount of 8 % above the base interest rate. com2C reserves the right to prove and claim higher damages caused by default towards the customer.
(3) Checks are only accepted on account of performance subject to return at any time and with the exclusion of any liability for proper presentation or protest. Checks only count as payment after they have been unconditionally credited by com2C's bank.
(4) The customer may only offset undisputed or legally binding claims or offset these against claims from com2C. The customer may only exercise rights of retention if his counterclaim is undisputed or legally established.

Section 7 Passing of Risk 
(1) All agreements between com2C and the customer regarding the quality of the goods to be delivered by com2C and all other declarations by com2C related to the quality of these goods do not constitute a guarantee according to § 433 BGB, unless com2C has a separate one for the customer written declaration expressly accepting such a guarantee. The same applies with regard to the assumption of a procurement risk by com2C.
(2) All deliveries are made at the expense and risk of the customer.
(3) The handover is the same if the buyer is in default of acceptance.

§ 8 Examination of contract conclusions

"Our company regularly checks your creditworthiness when concluding contracts and in certain cases in which there is a legitimate interest. We work with Creditreform Herford & Minden Dorff GmbH & Co. KG | Krellstr. 68 | 32584 wages, together, from which we get the data we need for this. For this purpose we transmit your name and your contact details to Creditreform. Further information on data processing at Creditreform can be found in the detailed information sheet "Creditreform information pursuant to Art. 14 EU-DSGVO (see Annex 1) or at www.creditreform-ORT.de/EU-DSGVO„

§ 9 Warranty 
(1) The quality of the goods to be delivered by com2C results exclusively either from the corresponding agreements between com2C and the customer or from the circumstances specified in Section 434 Paragraph 1 Sentence 2 BGB, excluding those in Section 434 Paragraph 1 Sentence 3 BGB mentioned circumstances. Samples and specimens of the goods to be delivered by com2C only serve to describe these goods roughly.
(2) com2C initially provides a warranty for defects in the goods through repair or replacement delivery, at its discretion.
(3) If the supplementary performance fails, the customer can only demand a reduction in payment (reduction) or cancellation of the contract (withdrawal) at his own discretion. If the breach of contract is only minor, in particular if the defects are only minor, the customer is not entitled to withdraw from the contract.
(4) The customer must notify com2C of obvious defects in writing, stating the invoice number, product name, dimensions, batch number, material quantity and description of the defect immediately, at the latest within a period of one week from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Deadline is sufficient for the timely dispatch. The customer bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the notice of defects. com2C reserves the right to reclaim the material complained about from the customer for laboratory tests until the complaint has been processed.
(5) If the customer chooses to withdraw from the contract due to a defect in title or quality after supplementary performance has failed, he is not entitled to any additional claims for damages due to the defect. If the customer chooses compensation after subsequent performance has failed, the goods remain with the customer if this is reasonable for him.
Compensation for damages is limited to the difference between the purchase price and the value of the defective item. This does not apply if com2C caused the breach of contract fraudulently.
(6) The warranty period is one year from delivery of the goods. In the case of used items, the limitation period is one year from delivery of the goods. This does not apply if the customer has not notified com2C of the defect in good time (section 4 of this provision).
(7) The manufacturer's product description is generally deemed to be agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not represent any contractual information on the quality of the goods.
(8) The customer does not receive any guarantees in the legal sense from com2C. Manufacturer guarantees remain unaffected.

§ 10 Limitations of Liability 
(1) In the case of a slightly negligent breach of duty, com2C's liability is limited to the foreseeable, contract-typical, direct average damage depending on the type of goods. This also applies to slightly negligent breaches of duty by the legal representatives or vicarious agents of com2C. Claims for damages by the customer – also of a non-contractual nature – are excluded in the event of a slightly negligent breach of duty by the legal representatives and other vicarious agents of com2C, unless the breach relates to a duty that is of essential importance for the achievement of the purpose of the contract.
(2) The above limitations of liability do not apply to customer claims arising from product liability. Furthermore, the limitations of liability do not apply in the event of unaccountable bodily injury or damage to health or loss of life of the customer.
(3) Claims for damages by the customer due to a defect expire one year after delivery of the goods. This does not apply if com2C can be accused of fraud.

§ 11 Alternative Dispute Resolution

11.1 The EU Commission provides a platform for online dispute resolution on the Internet under the following link: https://ec.europa.eu/consumers/odr

This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts in which a consumer is involved.

11.2 The seller is not obliged to participate in a dispute settlement procedure before a consumer arbitration board.

§ 12 Final Provisions 
(1) The place of jurisdiction for all disputes is the place of business of com2C. Even if the customer does not have a general place of jurisdiction in the Federal Republic of Germany at the time com2C files an action or the registered office or domicile or habitual abode is not known, the place of jurisdiction is the registered office of com2C. Place of performance is Porta Westfalica.
(2) The law of the Federal Republic of Germany applies exclusively to the contractual relationship between the parties, excluding the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.
The provisions of the UN Convention on the assignment of claims in international trade are already deemed to have been agreed, conditional on the moment they come into force.
(3) Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.

The same applies to filling a gap in the contract with the customer or in these general terms and conditions.

THESE TERMS AND CONDITIONS ARE LEGALLY COMPLIANT AND CREATED WITH JANOLAW