General Terms and Conditions of Sale and Delivery (B2B)

(1) Personal scope

These General Terms and Conditions of Sale and Delivery (“GTC”) apply to all present and future business relationships between us (hereinafter “Seller”) and our customers (hereinafter “Buyer”) concerning the sale, the delivery and – where agreed – the manufacture of movable goods (hereinafter “Goods”).

These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

Contracts with consumers within the meaning of Section 13 BGB are not concluded on the basis of these GTC.

(2) Material scope

These GTC apply in particular to

the sale of merchandise,

import and export transactions,

OEM and private-label products,

customer-specific manufactured products,

spare parts and accessories,

fitness equipment, fitness accessories and other sports and health products,

other deliveries of movable goods.

They apply irrespective of whether we manufacture the Goods ourselves, have them manufactured or procure them from domestic or foreign suppliers.

(3) Exclusive application

These GTC apply exclusively.

Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if we have expressly consented to their application in text form.

This requirement of consent applies in all cases, in particular also where we carry out the delivery without reservation in knowledge of the Buyer's general terms and conditions.

(4) Contractual components

In the event of contradictions, the contractual documents shall apply in the following order of precedence:

individual written agreements,

framework supply agreements,

quality agreements,

our order confirmation,

product-specific specifications,

these General Terms and Conditions of Sale and Delivery.

Where trade terms are agreed, these shall apply in accordance with the Incoterms® 2020 of the International Chamber of Commerce (ICC), unless otherwise agreed.

(5) Form

Legally relevant declarations and notices by the Buyer require at least text form, unless a stricter form is prescribed by law.

Text form includes in particular e-mail as well as other electronic means of communication that can be stored permanently.

(6) Technical documents

Illustrations, drawings, dimensions, weights, performance data, product descriptions, technical data sheets, samples and other technical information do not constitute a guarantee of quality unless expressly agreed in writing as binding.

Deviations customary in the trade or technically unavoidable remain reserved, provided they do not materially impair the contractual use of the Goods.

(7) Property and intellectual property rights

We retain all property rights, copyrights and industrial property rights in all quotations, calculations, drawings, product data, CAD files, samples, illustrations, packaging designs, product images, operating instructions and other documents.

Without our prior written consent, these may neither be reproduced nor made accessible to third parties nor used outside the purpose of the contract.

(1) Quotations

Our quotations are subject to change and non-binding unless expressly designated as binding.

This also applies to price lists, catalogues, brochures, product descriptions, technical documents and electronic quotations.

(2) Order

The Buyer's order constitutes a binding offer to conclude a purchase contract.

The Buyer is bound by its order for a period of fourteen (14) calendar days after receipt by us, unless a longer binding period has been agreed.

(3) Acceptance

A contract is only concluded by

our written order confirmation,

our confirmation in text form,

the dispatch of the Goods or

another unambiguous declaration of acceptance.

(4) Amendments

Subsequent amendments or supplements to the contract require at least text form to be effective.

There are no verbal ancillary agreements.

(5) Technical modifications

Technical modifications, design improvements and adjustments customary in the trade remain reserved until delivery, provided that

the agreed function is maintained,

no material reduction in quality occurs and

the modification is reasonable for the Buyer.

(6) Buyer's duties to cooperate

The Buyer shall provide all information, technical specifications, drawings, approvals, samples, labelling requirements and other documents required for the performance of the contract completely and in good time.

Delays due to late cooperation shall extend agreed delivery periods accordingly.

Any additional costs arising as a result shall be borne by the Buyer to the extent that the Buyer is responsible for the delay.

(7) Credit assessment

We are entitled to check the Buyer's creditworthiness to the extent permitted by law both before conclusion of the contract and during performance of the contract.

If justified doubts as to the Buyer's solvency arise after conclusion of the contract, our statutory rights, in particular under Section 321 BGB, remain unaffected.

(1) Delivery periods

Delivery periods are agreed individually or stated by us in the order confirmation.

Unless an express delivery period has been agreed, the non-binding delivery time is generally approximately eight to twelve weeks from conclusion of the contract.

In the case of import transactions, however, the delivery period shall not commence until

all technical specifications are available,

required approvals have been granted,

agreed advance payments have been received and

all of the Buyer's duties to cooperate have been fully performed.

(2) Non-binding delivery dates

Delivery dates are subject to correct and timely delivery to us by our upstream suppliers, provided that we have concluded a congruent hedging transaction and are not responsible for the non-delivery.

(3) Impediments to delivery

Delivery periods shall be extended appropriately where delays are due to circumstances beyond our control.

These include in particular

force majeure,

strikes,

pandemics,

natural disasters,

official measures,

embargoes,

export or import restrictions,

customs delays,

container shortages,

port congestion,

transport bottlenecks,

shortages of raw materials,

disruptions to energy supply,

cyberattacks,

production stoppages at upstream suppliers and

other unforeseeable events of a comparable nature.

(4) Duty to inform

We shall inform the Buyer without undue delay of any material delays in delivery and – where possible – notify an expected new delivery date.

(5) Partial deliveries

Partial deliveries are permissible provided they are reasonable for the Buyer and do not result in unreasonable additional costs.

Each partial delivery may be invoiced separately.

(6) Delay in delivery

The occurrence of our delay in delivery is governed by the statutory provisions.

Before asserting further rights, the Buyer shall grant us a reasonable grace period, to the extent this is required by law.

(7) Damages due to delay in delivery

If we are in delay with delivery, the Buyer may – provided the statutory requirements are met – demand compensation for the damage incurred as a result of the delay.

An agreed lump-sum compensation amounts to 0.5 % of the net value of the delayed Goods for each completed calendar week of the delay, but no more than 5 % of the affected delivery value in total.

Both contracting parties reserve the right to prove that the damage was lower or higher.

(8) Withdrawal

If delivery is permanently impossible or legally impermissible for reasons for which we are not responsible, even within a reasonable grace period set by the Buyer, we are entitled to withdraw from the contract in whole or in part.

Consideration already received will be refunded without undue delay.

Further statutory rights remain unaffected.

(1) Place of delivery

Unless otherwise agreed, delivery is made ex our warehouse or the place of dispatch designated in the order confirmation (EXW pursuant to Incoterms® 2020), unless another delivery clause has been expressly agreed.

Delivery is made exclusively to the delivery address specified by the Buyer. Subsequent changes to the place of delivery may cause additional costs and extensions of the delivery time; these shall be borne by the Buyer to the extent that the Buyer initiated the change.

(2) Shipment

Shipment is at the expense and risk of the Buyer unless expressly agreed otherwise.

We determine the mode of shipment, packaging, transport route, forwarding agent and means of transport at our reasonable discretion, taking into account the legitimate interests of the Buyer.

Transport insurance is taken out solely at the express request and at the expense of the Buyer.

Reusable packaging, pallets or other loaned packaging shall be returned by the Buyer without undue delay at its own expense, unless otherwise agreed.

(3) Transfer of risk

The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer at the latest upon handover of the Goods to the forwarding agent, carrier or any other person or institution designated to carry out the shipment.

This also applies where

carriage-paid delivery has been agreed,

partial deliveries are made,

we assume transport, customs or other shipping services.

If shipment is delayed for reasons for which the Buyer is responsible, the risk passes to the Buyer already upon notification of readiness for dispatch.

(4) Partial deliveries

Partial deliveries are permissible provided they are reasonable for the Buyer and do not result in significant additional costs.

Each partial delivery is deemed an independent delivery and may be invoiced separately.

(5) Buyer's duties to cooperate

The Buyer shall carry out all acts of cooperation required for the performance of the delivery in good time.

These include in particular

provision of the delivery address,

designation of a contact person authorised to accept delivery,

timely approvals,

import and customs information,

required permits,

unloading and access facilities,

other information necessary for the delivery.

If required acts of cooperation are omitted, delivery periods shall be extended accordingly.

Any additional costs arising as a result shall be borne by the Buyer.

(6) Default of acceptance

If the Buyer is in default of acceptance or breaches other duties to cooperate, we are entitled

to store the Goods at the Buyer's expense and risk,

to charge reasonable storage, insurance, transport and administrative costs,

to store or have the Goods dispatched elsewhere,

to claim damages in accordance with the statutory provisions.

Further statutory rights remain unaffected.

(7) Storage costs

For stored inventory we may charge reasonable storage compensation from the commencement of the default of acceptance.

The Buyer reserves the right to prove that no damage or only lesser damage has occurred.

We reserve the right to prove that higher damage has occurred.

(8) International deliveries

In the case of cross-border deliveries, the Buyer shall bear all import formalities, import duties, customs duties, taxes, registrations and other public charges incurred in the country of destination, unless expressly agreed otherwise.

The Buyer undertakes to provide all documents required for importation in good time.

Delays due to incomplete import documents shall be borne by the Buyer.

(9) Product-specific obligations

Where required by law, the Buyer shall ensure prior to placing on the market that the products are labelled, registered or documented in accordance with the statutory requirements applicable in the country of destination, to the extent that these obligations fall within its area of responsibility.

(1) Prices

Only the prices confirmed in our order confirmation shall apply.

Unless an individual price agreement has been made, our price lists valid at the time of conclusion of the contract shall apply.

All prices are net in euros plus the applicable statutory value added tax and all agreed ancillary costs.

(2) Ancillary costs

Unless otherwise agreed, the Buyer shall bear in particular

packaging costs,

transport costs,

insurance,

customs duties,

import duties,

port and terminal charges,

export and import clearance costs,

official fees,

other public charges.

(3) Price adjustments

If material cost factors beyond our control change significantly between conclusion of the contract and delivery, in particular due to

raw material prices,

energy prices,

freight rates,

exchange rate developments in import transactions,

changes in customs duties,

statutory levies,

official measures,

and the delivery time exceeds four months from conclusion of the contract, we are entitled to demand a reasonable adjustment of the agreed price.

At the Buyer's request we will set out the reasons for the price adjustment in a comprehensible manner.

(4) Payment due date

The purchase price is due for payment without deduction within fourteen (14) calendar days of invoicing and delivery, unless another payment arrangement has been agreed.

Decisive is the unconditional receipt of payment in our business account.

(5) Advance payments

We are entitled to make deliveries wholly or partly dependent on advance payment, down payment or the provision of security if

this has been agreed,

justified doubts as to the Buyer's solvency arise after conclusion of the contract, or

extraordinary economic risks exist.

(6) Default of payment

Upon expiry of the payment period, the Buyer is in default without further reminder.

During the default we are entitled to claim

default interest in accordance with the statutory provisions,

the statutory lump sum for default costs,

necessary collection and legal costs

to be asserted.

The assertion of further damage remains reserved.

(7) Set-off and retention

The Buyer is only entitled to set-off or retention where its counterclaims have been established with final legal effect, are undisputed or are ready for decision.

Statutory rights due to defects remain unaffected.

(8) Endangerment of the payment claim

If, after conclusion of the contract, circumstances become known that endanger our payment claims, in particular

significant deteriorations in creditworthiness,

insolvency applications,

suspensions of payment,

enforcement measures or

comparable circumstances,

we are entitled

to withhold outstanding deliveries,

to demand advance payments or securities,

to withdraw from the contract after a reasonable period has expired without result.

Our statutory rights, in particular under Section 321 BGB, remain unaffected.

(1) Application of the statutory provisions

The statutory provisions apply to the Buyer's rights in the event of material defects and defects of title, unless otherwise provided in these GTC.

The following provisions apply in addition and with priority to the extent permitted by law.

(2) Agreed quality

The quality of the Goods is determined exclusively by

the product specifications agreed in our order confirmation,

expressly agreed technical properties,

quality agreements confirmed in writing and

any agreed samples.

Public statements by third parties, advertising statements or manufacturer information only become part of the contract if they have been expressly agreed in writing.

Deviations customary in the trade and technically unavoidable deviations, in particular with regard to colour, surface finish, weight, dimensions or material properties, do not constitute a defect provided they do not materially impair the ordinary use of the Goods.

(3) Duty to inspect and give notice of defects

The Buyer shall inspect the Goods carefully without undue delay after delivery.

Identifiable defects, incorrect deliveries, short deliveries or transport damage must be notified in text form no later than within seven (7) working days of delivery.

Hidden defects must be notified in writing without undue delay after their discovery.

Section 377 of the German Commercial Code (HGB) remains unaffected.

If proper notice of defects is not given, the Goods are deemed approved with regard to the defect concerned, to the extent permitted by law.

(4) Installation and further processing

Before further processing, assembly, installation or other placing on the market, the Buyer shall inspect the Goods for obvious defects.

For defects that would have been identifiable upon proper inspection before installation or processing, no warranty claims exist after processing has taken place.

(5) Exclusion of liability for defects

In particular, no defects exist where impairments result from

improper storage,

faulty transport after the transfer of risk,

natural wear and tear,

improper use,

lack of maintenance,

overloading,

unauthorised modifications,

repairs by non-authorised third parties,

disregard of operating, safety or maintenance instructions,

use of unsuitable operating materials or accessories, or

other circumstances within the Buyer's area of responsibility.

(6) Subsequent performance

In the case of justified defects we shall provide subsequent performance at our discretion by

rectification or

replacement delivery.

The Buyer shall grant us the time and opportunity required for inspection and subsequent performance.

Replaced parts become our property upon removal, to the extent permitted by law.

(7) Costs of subsequent performance

We shall bear the expenses necessary for the purpose of subsequent performance in accordance with the statutory provisions.

If a request to remedy a defect proves to be unjustified, we may demand compensation for the necessary expenses incurred, provided the Buyer knew or should have known that no defect existed.

(8) Self-remedy

The Buyer is only entitled to remedy defects itself or have them remedied by third parties in exceptional cases permitted by law.

Before carrying out any self-remedy, we must be given the opportunity for subsequent performance – except in cases of immediate danger prevention.

(9) Withdrawal and reduction

If subsequent performance ultimately fails or is dispensable under the statutory provisions, the Buyer may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions.

In the case of merely insignificant defects, withdrawal is excluded.

(10) Defects relevant to product safety

If the Buyer identifies product defects relevant to safety, it shall inform us thereof without undue delay.

Until further measures have been agreed, the Buyer may not continue to distribute the affected products where this would compromise statutory obligations or legitimate safety interests.

(11) Further claims

Claims of the Buyer for damages and reimbursement of expenses are governed exclusively by Sections 8 and 9 of these GTC.

(1) Principle

Unless otherwise provided in these GTC, including the following provisions, we are liable for contractual and non-contractual breaches of duty in accordance with the statutory provisions.

(2) Unlimited liability

We are liable without limitation

in cases of intent,

in cases of gross negligence,

for culpable injury to life, body or health,

in cases of fraudulent concealment of a defect,

where an express guarantee has been assumed, to the extent its content covers the liability,

under the mandatory provisions of the German Product Liability Act (Produkthaftungsgesetz) and

in all other cases in which a limitation of liability is excluded by law.

(3) Liability in cases of simple negligence

In the case of a simply negligent breach of material contractual obligations (cardinal obligations), we are only liable for compensation of the damage typical for the contract and foreseeable at the time of conclusion of the contract.

Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Buyer may regularly rely.

In all other respects, liability for simple negligence is excluded to the extent permitted by law.

(4) Indirect damage

To the extent permitted by law and unless mandatory liability provisions apply, we are in particular not liable for

loss of profit,

production stoppages,

business interruptions,

loss of use,

financing costs,

consequential damage,

indirect damage,

damage from lost turnover,

damage to reputation or image.

This does not apply in cases of intent, gross negligence or in the cases set out in paragraph 2.

(5) Technical advice

Advice on application, assembly, installation, processing or other technical matters is provided to the best of our knowledge.

However, it does not release the Buyer from its obligation to examine on its own responsibility whether the Goods are suitable for the intended purpose.

Liability for advisory services exists only in cases of intent or gross negligence, to the extent permitted by law.

(6) Use of products

The Buyer is obliged to use the delivered products exclusively in accordance with their intended use and in compliance with all

operating instructions,

warnings,

safety information,

maintenance requirements and

statutory provisions

or to pass them on to its customers accordingly.

For damage resulting from any deviating use, we are liable only in accordance with the mandatory statutory provisions.

(7) Modifications to products

If products are modified by the Buyer or by third parties after the transfer of risk,

converted,

repaired,

combined with other products,

re-labelled,

provided with own labels or

technically altered in any other way,

we are liable exclusively for defects or damage that demonstrably do not result from such modifications.

Mandatory statutory liability provisions remain unaffected.

(8) Indemnification

The Buyer shall indemnify us upon first request against all third-party claims to the extent these are based on circumstances originating from its area of responsibility.

This applies in particular in the case of

unauthorised product modifications,

inadmissible advertising,

incorrect or incomplete product information,

breaches of labelling or information obligations,

improper storage,

faulty assembly,

use other than as intended,

breaches of statutory distribution requirements.

The indemnification also covers the reasonable costs of legal defence.

Further statutory claims remain unaffected.

(9) Contributory negligence

If the Buyer or a third party commissioned by it has contributed through culpable conduct to the occurrence or extent of damage, the scope and amount of any claim for compensation shall be determined in accordance with the statutory provisions, in particular Section 254 BGB.

(10) Liability of our vicarious agents

The above limitations of liability apply accordingly for the benefit of our legal representatives, employees, vicarious agents and other persons whose conduct is legally attributed to us.

(11) Exclusion of further claims

Unless otherwise provided above, further claims of the Buyer for damages and reimbursement of expenses – on whatever legal grounds – are excluded to the extent permitted by law.

(1) Principle

The limitation of the Buyer's claims due to material defects and defects of title is governed by the statutory provisions, unless otherwise provided below.

(2) Limitation period for claims for defects

Notwithstanding Section 438 (1) no. 3 BGB, the limitation period for claims based on material defects and defects of title is one (1) year from delivery of the Goods.

If acceptance has been agreed, the limitation period commences upon acceptance.

(3) Buildings and building materials

If the delivered Goods concern

a building or

an item which, in accordance with its customary use, has been used for a building and has caused its defectiveness,

the statutory limitation periods apply.

(4) Recourse claims

The statutory provisions on supplier recourse remain unaffected to the extent they apply mandatorily in commercial transactions.

(5) Claims for damages

The above limitation periods apply accordingly to claims for damages based on a defect.

This does not apply where longer limitation periods are mandatorily prescribed by law.

(6) Statutory exceptions

The above limitations do not apply in the case of

intentional or grossly negligent breach of duty,

fraudulent concealment of a defect,

assumption of an express guarantee of quality or durability,

injury to life, body or health,

claims under the German Product Liability Act,

other mandatory statutory grounds for liability.

In these cases, the statutory limitation provisions apply exclusively.

(7) Suspension and recommencement

The statutory provisions on suspension, suspension of expiry and recommencement of the limitation period remain unaffected.

(8) Goodwill services

If we provide rectification, replacement deliveries or other goodwill services outside an existing legal obligation, this shall neither recommence nor suspend the limitation period unless we expressly declare so in writing or a statutory provision provides otherwise.

(9) Limitation of other claims

Other contractual claims of the Buyer that are not based on a material defect or defect of title become time-barred in accordance with the statutory provisions, unless these GTC contain a deviating provision.

(10) Relationship to the liability provisions

The limitation provisions of this Section 9 apply in addition to the liability provisions of Section 8.

Where Section 8 excludes or limits liability, no further claims may be derived therefrom by invoking the limitation provisions.

(1) Confidential information

The contracting parties undertake to treat all confidential information disclosed within the scope of the business relationship as strictly confidential.

Confidential information includes in particular all commercial, technical, economic and organisational information irrespective of the form of presentation, in particular

quotations,

prices and price lists,

discounts and conditions,

calculations,

supplier and customer information,

sources of supply,

procurement and supply chains,

production processes,

formulations,

designs,

technical drawings,

CAD files,

product data,

specifications,

test reports,

quality standards,

business strategies,

sales and marketing concepts,

financial information,

business plans,

software,

source codes,

access data,

passwords,

samples,

prototypes,

packaging and design concepts and

all other information marked as confidential or which is to be regarded as confidential by its nature.

(2) Trade secrets

The contracting parties acknowledge that a substantial part of the exchanged information may constitute trade secrets within the meaning of the German Trade Secrets Act (GeschGehG).

They undertake to observe appropriate confidentiality measures and neither to use trade secrets without authorisation themselves nor to make them accessible to third parties.

(3) Restriction on use

Confidential information may be used exclusively for the performance of the respective contract.

Any use, reproduction, publication or commercial exploitation beyond this requires our prior written consent.

(4) Disclosure to third parties

Disclosure of confidential information to third parties is only permissible

to the extent required for the performance of the contract,

where a statutory obligation exists, or

where we have previously expressly consented in writing.

The Buyer undertakes to impose confidentiality obligations on employees, advisors, affiliated companies, subcontractors and other vicarious agents at least to the same extent.

The Buyer is liable for their conduct in accordance with the statutory provisions.

(5) Exceptions

The confidentiality obligation does not apply to information

that was generally known at the time of its disclosure,

that becomes generally known without breach of this agreement,

that was demonstrably already lawfully known to the receiving party,

that was lawfully obtained from a third party without a confidentiality obligation, or

that must be disclosed due to statutory provisions or an official or judicial order.

Where legally permissible, the other contracting party shall be informed without undue delay prior to such disclosure.

(6) Protection of technical information

Technical documents, drawings, models, samples, specifications, tool data, CAD files, test documents, software or comparable information may neither in whole nor in part be

copied,

replicated,

reproduced,

analysed,

used for competing products or

made accessible to third parties,

unless this is mandatorily permitted by law or we have previously consented in writing.

(7) Reverse engineering

Reverse engineering, in particular by observing, examining, disassembling, measuring, analysing or testing the delivered Goods for the purpose of obtaining technical information, is only permissible to the extent that statutory provisions do not allow a contractual exclusion.

Mandatory statutory rights remain unaffected.

(8) Return and deletion

At our request or after termination of the business relationship, the Buyer shall return without undue delay all confidential documents, data carriers, samples and other information carriers or – where return is not possible or not required – delete or destroy them in a manner compliant with data protection and evidence requirements.

Statutory retention obligations remain unaffected.

(9) Duration of confidentiality

The obligations under this Section apply throughout the entire business relationship and for a period of five (5) years after its termination.

For trade secrets, the statutory protective provisions continue to apply irrespective of this period, provided they continue to meet the requirements of the GeschGehG.

(10) Contractual penalty

For each culpable breach of the obligations under this Section, we are entitled to demand an appropriate contractual penalty, the amount of which we shall determine at our reasonable discretion.

The appropriateness of the contractual penalty may be reviewed by the competent court at the Buyer's request (Section 315 BGB).

The assertion of any damage exceeding this amount remains unaffected; a forfeited contractual penalty shall be offset against proven damages.

(11) Further claims

Statutory claims under the German Trade Secrets Act (GeschGehG), the German Copyright Act, the German Trade Mark Act, the German Design Act and other statutory provisions remain unaffected.

(1) Compliance with data protection provisions

The contracting parties undertake to comply with all applicable data protection provisions when processing personal data.

This applies in particular to the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and other applicable national and European data protection provisions.

(2) Processing of personal data

Personal data may only be processed

to the extent necessary for the initiation, performance or termination of the contractual relationship,

to fulfil statutory obligations,

on the basis of valid consent of the data subject, or

on the basis of another statutory permission.

Processing for other purposes is only permissible where there is a legal basis for this.

(3) Confidentiality

The contracting parties shall ensure that personal data is made accessible only to those employees, vicarious agents and commissioned third parties who need this data for the proper performance of the contract.

These persons shall be obliged to maintain confidentiality to an appropriate extent.

(4) Technical and organisational measures

Each contracting party shall take appropriate technical and organisational measures to protect personal data against

loss,

manipulation,

unauthorised access,

unauthorised disclosure,

unauthorised alteration and

other unlawful processing.

The measures must correspond to the state of the art, the risk of the processing and the statutory requirements.

(5) Commissioned processing

Where one contracting party processes personal data on behalf of the other contracting party and the conclusion of a data processing agreement pursuant to Art. 28 GDPR is required for this purpose, the contracting parties undertake to conclude a corresponding agreement before processing begins.

The conclusion of this agreement does not affect the validity of the remaining contractual relationships.

(6) Data protection breaches

If a contracting party becomes aware of breaches of the protection of personal data that may affect the performance of this contract, it shall inform the other contracting party without undue delay, to the extent this is legally permissible and necessary.

The contracting parties shall support each other to the extent permitted by law in fulfilling their respective data protection obligations.

(7) Data subject rights

Where necessary for the performance of the contract, the contracting parties shall support each other to a reasonable extent in handling statutory requests by data subjects for information, rectification, erasure, restriction or data portability.

Each contracting party remains responsible under data protection law for its own area of responsibility.

(8) Data transfer abroad

Personal data will only be transferred to countries outside the European Economic Area in compliance with the applicable data protection requirements.

Where necessary, the contracting parties undertake to implement appropriate safeguards pursuant to Chapter V GDPR.

(9) Storage and deletion

Personal data may only be stored for as long as this is necessary

for the performance of the contract,

due to statutory retention obligations, or

on the basis of other statutory grounds for permission.

is required.

Once the respective storage purpose no longer applies, personal data shall be deleted or anonymised in accordance with the statutory provisions.

(10) Data protection information

Further information on the processing of personal data can be found in the applicable data protection notices of the responsible contracting party.

These data protection notices do not form part of these General Terms and Conditions of Sale and Delivery.

(11) Independent responsibility

Unless otherwise prescribed by law, each contracting party remains independently responsible under data protection law for the processing operations it carries out.

Neither joint controllership within the meaning of Art. 26 GDPR nor a processing relationship is derived from this agreement unless the statutory requirements for this are met.

(1) Property rights

All industrial property rights and other intellectual property rights in the Goods, products and documents supplied by us remain exclusively with us or the respective rights holder.

This applies in particular to

trade marks,

company identifiers,

logos,

product designations,

designs,

registered designs,

patents,

utility models,

copyrights,

databases,

software,

firmware,

product images,

technical drawings,

CAD files,

design documents,

specifications,

operating instructions,

packaging designs,

advertising materials,

product data and

other technical or commercial documents.

The conclusion of the contract or the delivery of the Goods does not transfer any property rights or industrial property rights to the Buyer unless expressly agreed otherwise.

(2) Right of use

The Buyer receives exclusively the simple, non-exclusive and non-transferable right to use and resell the delivered Goods for the contractually intended purpose.

Further rights of use, in particular to technical documents or other intellectual property, are granted only by express written agreement.

(3) Product documents

All documents provided by us, namely

drawings,

calculations,

samples,

CAD files,

test reports,

product data,

operating instructions,

assembly instructions,

calculations,

specifications,

photographs,

renderings,

packaging templates and

other documents

may be used exclusively for the performance of the respective contract.

Any use beyond this requires our prior written consent.

(4) Product images and advertising material

The use of our product images, trade marks, logos, videos, advertising texts, catalogues or other marketing documents is permitted exclusively within the scope of the existing business relationship and only for the distribution of our original products.

Any use beyond this, in particular for own products or products of third parties, requires our prior written consent.

(5) OEM and private-label products

Where Goods are manufactured according to the Buyer's specifications or supplied as OEM or private-label products, all

technical solutions,

manufacturing methods,

production processes,

tool designs,

quality standards,

test procedures and

other technical developments

developed by us remain with us, unless expressly agreed otherwise in writing.

Trade marks, logos or other industrial property rights provided by the Buyer remain the property of the Buyer.

(6) Modifications and markings

The Buyer is not entitled to remove, alter or cover

manufacturer markings,

serial numbers,

batch numbers,

CE markings,

warning notices,

safety markings,

indications of origin or

other product-related markings

without our prior written consent, unless mandatory statutory provisions require otherwise.

(7) Product modifications

Technical modifications, conversions or other alterations to the delivered products may not be carried out if this could impair

safety requirements,

statutory conformity requirements,

product liability risks or

industrial property rights.

could be impaired.

Legally permissible modifications remain unaffected.

(8) Infringements of industrial property rights

The Buyer undertakes to inform us without undue delay if it becomes aware of actual or alleged infringements of our industrial property rights or of third-party claims due to infringements of industrial property rights in connection with the delivered Goods.

The contracting parties shall support each other within reasonable limits in defending against or enforcing such claims.

(9) Indemnification in the case of Buyer specifications

Where products are manufactured or supplied according to drawings, specifications, formulations, trade marks, designs or other specifications of the Buyer, the Buyer warrants that no third-party rights are infringed as a result.

The Buyer shall indemnify us against all third-party claims based on an infringement of industrial property rights or copyrights to the extent these are attributable to the Buyer's specifications.

The indemnification also covers the reasonable costs of legal defence.

(10) Product imitations

The Buyer undertakes neither directly nor indirectly to imitate without authorisation the delivered products and the underlying technical solutions, nor to have them imitated by third parties, where this would infringe our statutory industrial property rights or trade secrets.

Legally permissible acts remain unaffected.

(11) No implied licence

The delivery of Goods, samples, drawings, technical documents or other information does not establish, either expressly or implicitly, the granting of a licence to patents, trade marks, copyrights, designs or other industrial property rights.

A licence always requires an express written agreement.

(12) Continued validity

The provisions of this Section shall continue to apply after termination of the business relationship to the extent this is necessary to safeguard existing industrial property rights or contractual confidentiality obligations.

Further statutory claims under the German Patent Act, Trade Mark Act, Design Act, Copyright Act, Trade Secrets Act (GeschGehG) and other statutory provisions remain unaffected.

(1) Compliance with export control provisions

The contracting parties undertake to comply with all applicable national and international provisions of export control, foreign trade, customs and sanctions law.

This applies in particular to

the German Foreign Trade and Payments Act (AWG),

the German Foreign Trade and Payments Ordinance (AWV),

the relevant regulations of the European Union,

embargo and sanctions provisions of the European Union,

where applicable, other mandatory export control provisions.

(2) Sanctions lists

The Buyer warrants that neither it nor its beneficial owners, legal representatives or material business partners are listed on any applicable sanctions list.

The Buyer further undertakes not to pass on the delivered Goods directly or indirectly to sanctioned persons, organisations or states where this would violate applicable law.

(3) Prohibited end use

The Buyer undertakes not to use or pass on the delivered Goods for end uses that are prohibited by law or subject to authorisation, unless the required authorisations are available.

This applies in particular to uses that violate export control, embargo or sanctions provisions.

(4) Re-export

Re-export or onward delivery of the Goods to countries, regions or recipients subject to statutory export restrictions or embargoes is only permissible if all required authorisations are available.

The Buyer is responsible for complying with the re-export provisions applicable to it.

(5) Duties to cooperate

The Buyer undertakes to provide us upon request with all information and documents required to verify export control requirements.

This includes in particular information on

end users,

end use purpose,

country of destination,

onward distribution,

group affiliation and

other information relevant under export control law.

(6) Authorisation requirements

Where official authorisations are required for the delivery, export or onward transfer of the Goods, our obligation to deliver is subject to the granting of these authorisations.

Delivery periods shall be extended accordingly.

Claims for damages due to delays arising as a result are excluded, unless we are responsible for the delay.

(7) Right of withdrawal and refusal of performance

We are entitled to refuse performance of the contract in whole or in part or to withdraw from the contract if

statutory export prohibitions,

embargo measures,

sanctions,

official orders,

missing authorisations or

other foreign trade law restrictions

conflict with the performance of the contract.

Claims for damages by the Buyer are excluded in this respect to the extent permitted by law.

(8) Indemnification

The Buyer shall indemnify us against all claims, damages, fines, costs and expenses based on a culpable breach by the Buyer of export control, sanctions or foreign trade law provisions.

The indemnification also covers reasonable costs of legal defence.

(9) Duty to inform

If circumstances relevant under export control law change after conclusion of the contract, in particular with regard to the end user, the country of destination or the purpose of use, the Buyer shall inform us thereof without undue delay in text form.

(10) Continued validity

The obligations under this Section shall continue to apply after complete performance of the contract to the extent this is necessary to comply with statutory export control or sanctions provisions.

(1) Lawful conduct

The contracting parties undertake to comply with all applicable statutory provisions within the scope of the business relationship.

This applies in particular to the provisions of

commercial and corporate law,

competition law,

antitrust law,

foreign trade law,

tax law,

labour law,

environmental law,

product safety law and

data protection law.

(2) Prevention of corruption

The Buyer undertakes to refrain from any form of

bribery,

corruptibility,

granting of advantages,

acceptance of advantages,

inadmissible commissions,

kickback payments or

other corruption-related acts

to refrain from such conduct.

This applies both towards public bodies and in private business dealings.

(3) Antitrust law

The Buyer undertakes to comply with all applicable antitrust provisions.

In particular, no anti-competitive agreements shall be made regarding

prices,

customers,

markets,

tenders,

delivery territories or

production volumes

shall be made.

(4) Money laundering and terrorist financing

The Buyer warrants that it does not maintain or support any business relationships for the purpose of money laundering or terrorist financing.

Upon our legitimate request, the Buyer shall provide the information and documents required to fulfil statutory identification or verification obligations.

(5) Human rights and social standards

The Buyer undertakes to respect internationally recognised human rights within the scope of its business operations.

This includes in particular

the prohibition of child labour,

the prohibition of forced labour,

the prohibition of modern slavery,

the prohibition of human trafficking,

compliance with the applicable occupational health and safety regulations and

observance of fundamental workers' rights.

(6) Environmental and sustainability standards

The Buyer undertakes to comply with the environmental provisions applicable to its business operations.

Within the scope of its operational possibilities, it shall promote a responsible approach to

energy,

resources,

packaging,

emissions,

waste and

recycling

shall promote.

(7) Supply chain

Where statutory or contractual due diligence obligations within its supply chain apply to the Buyer, it is itself responsible for compliance within its area of responsibility.

Upon our legitimate request, the Buyer shall provide the information required for this purpose, unless statutory or contractual confidentiality obligations conflict with this.

(8) Duties to notify and cooperate

The Buyer shall inform us without undue delay if it becomes aware of circumstances that may lead to significant breaches of statutory provisions or of the obligations under this contract and that materially impair the performance of the contract.

The contracting parties shall cooperate within reasonable limits in order to clarify identified breaches and to take appropriate remedial measures.

(9) Right of termination and withdrawal

If the Buyer culpably and not merely insignificantly breaches the obligations under this Section and does not remedy the breach even after a reasonable period has been set, we are entitled

to suspend further deliveries,

to withdraw from the contract or

to terminate the contract for good cause,

to the extent the statutory requirements for this are met.

Further statutory claims remain unaffected.

(10) Damages

If the Buyer culpably breaches the obligations under this Section, it shall be liable for the resulting damage in accordance with the statutory provisions.

Further statutory claims and contractual rights remain unaffected.

(1) Lawful making available

We supply our products in accordance with the statutory requirements applicable to us at the time of placing on the market.

The Buyer is obliged to comply with all statutory provisions applicable to it for the further making available of the products on the market.

(2) Product safety

The Buyer undertakes to distribute or use the delivered products exclusively

as intended,

in accordance with the respective product information,

in compliance with all safety and warning notices and

in compliance with the relevant statutory provisions

to distribute or use.

Unauthorised changes to safety-relevant properties are not permitted.

(3) Traceability

The Buyer shall comply with the statutory traceability requirements applicable to it.

Where required by law, in particular

suppliers,

customers,

batch numbers,

serial numbers and

delivery data

must be documented in a comprehensible manner for the periods prescribed by law.

(4) Market surveillance

If the Buyer establishes or has legitimate reason to believe that a delivered product

constitutes a safety risk,

does not comply with statutory requirements or

could become the subject of official measures,

it shall inform us thereof without undue delay in text form.

This also applies where corresponding information is received from authorities, customers or other third parties.

(5) Duties to cooperate

The Buyer undertakes to support us appropriately in investigating safety-relevant matters.

This includes in particular

provision of relevant information,

cooperation regarding traceability,

transmission of existing documentation,

support with official enquiries and

cooperation in necessary corrective measures.

(6) Corrective measures and recalls

If safety-relevant measures become necessary, in particular

safety warnings,

software or firmware updates,

retrofitting measures,

withdrawals from the market or

product recalls,

the contracting parties shall cooperate within the scope of their respective statutory responsibilities.

The Buyer shall not make any public statements regarding safety-relevant product defects or product recalls without our prior coordination, unless a statutory obligation or official order requires otherwise.

(7) Allocation of costs

The costs of legally required corrective measures or product recalls shall be borne by the contracting parties in accordance with their respective statutory or contractual responsibility.

If the measure is based exclusively on circumstances within the area of responsibility of one contracting party, that party shall bear the reasonable costs caused thereby.

Further statutory claims remain unaffected.

(8) Modifications by the Buyer

If the Buyer modifies products after the transfer of risk or places them on the market under its own brand, with altered labelling or in an altered technical design, it bears the statutory responsibility for this, to the extent the modification or re-labelling is the cause.

(9) Official measures

If official inspections, orders or market surveillance measures are carried out in connection with the delivered products, the contracting parties shall inform each other thereof without undue delay, to the extent legally permissible.

They shall support each other to a reasonable extent in dealing with official requirements.

(10) Documentation obligations

Each contracting party shall retain the product-related documents required for its area of responsibility in accordance with the applicable statutory retention periods.

(11) Continued validity

The obligations under this Section shall continue to apply after termination of the business relationship to the extent this is necessary to fulfil statutory product safety, market surveillance or documentation obligations.

(1) Definition of force majeure

Neither contracting party shall be liable for the total or partial non-performance of its contractual obligations to the extent this is due to events of force majeure that lie outside its reasonable control and could not be prevented or overcome even by exercising the care customary in business.

These include in particular, but are not limited to,

natural disasters,

earthquakes,

floods,

storm events,

fires,

explosions,

pandemics,

epidemics,

official orders,

import or export prohibitions,

embargoes,

sanctions,

war,

war-like events,

terrorist attacks,

civil unrest,

sabotage,

strikes or lawful lockouts,

significant shortages of energy or raw materials,

failures of the energy supply,

significant transport or logistics disruptions,

port or border closures,

shortages of containers or freight capacity,

cyberattacks,

prolonged IT or telecommunications outages and

comparable unforeseeable events.

(2) Effects on performance obligations

Where an event of force majeure impairs the fulfilment of our delivery or performance obligations, agreed delivery and performance periods shall be extended by the duration of the impediment plus a reasonable restart period.

During this period we shall not be in default of delivery.

(3) Duty to inform

The contracting party affected by an event of force majeure shall inform the other contracting party without undue delay in text form of

the occurrence,

the expected duration and

the end

of the event, to the extent this is possible and reasonable for it.

(4) Mitigation of damage

Both contracting parties undertake to take appropriate measures within economically reasonable limits in order to keep the effects of the force majeure event as low as possible.

(5) Partial performance

Where partial performance is possible for us and reasonable for the Buyer, we are entitled to render such performance and to invoice it separately.

(6) Right of withdrawal

If the force majeure event lasts longer than ninety (90) consecutive calendar days and continuation of the contract is unreasonable for a contracting party, either contracting party may withdraw from the contract with regard to the part not yet performed by written declaration.

Services already properly rendered shall be settled in accordance with the statutory provisions.

Further statutory rights of withdrawal remain unaffected.

(7) Upstream suppliers

The above provisions apply accordingly if our upstream suppliers fail to deliver or fail to deliver on time due to an event of force majeure and we are thereby prevented from performing the contract despite a proper hedging transaction.

(8) No damages

Where a contracting party is released from its obligation to perform due to force majeure, no claims for damages exist for the resulting delay or non-performance, unless mandatory statutory provisions provide otherwise.

(9) Priority of statutory provisions

The statutory provisions on impossibility of performance, frustration of contract and other mandatory statutory provisions remain unaffected.

(1) Place of performance

The place of performance for all deliveries, services and payments is our registered office, unless mandatory statutory provisions or individual agreements provide otherwise.

(2) Choice of law

All legal relationships between us and the Buyer are governed exclusively by the law of the Federal Republic of Germany.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Mandatory provisions of private international law remain unaffected.

(3) Place of jurisdiction

If the Buyer is

a merchant,

a legal entity under public law or

a special fund under public law,

the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is our registered office.

However, we are also entitled to sue the Buyer at its general place of jurisdiction or at any other legally permissible place of jurisdiction.

Mandatory statutory jurisdictions remain unaffected.

(4) Text form and electronic communication

Where these GTC or the contract provide for text form, a declaration by e-mail or in any other form meeting the requirements of Section 126b BGB is sufficient.

Statutory form requirements and proof of receipt remain unaffected.

(5) Assignment and transfer of contract

The Buyer may only assign or transfer rights or claims arising from the business relationship to third parties with our prior written consent, unless mandatory statutory provisions provide otherwise.

We are entitled to transfer the contract or individual rights and obligations arising from it to a company affiliated with us within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) or to a legal successor in the course of a restructuring or corporate succession, provided that legitimate interests of the Buyer are not unreasonably impaired as a result.

(6) Order of precedence of contractual components

In the event of contradictions, the following order of precedence applies:

individual written agreements,

framework agreements,

our order confirmation,

any product-specific annexes,

technical specifications and quality agreements,

these General Terms and Conditions of Sale and Delivery.

Trade terms are to be interpreted in accordance with the Incoterms® applicable at the time of conclusion of the contract, provided their application has been agreed.

(7) Severability clause

Should individual provisions of these GTC be or become wholly or partly invalid, unenforceable or void, the validity of the remaining provisions shall remain unaffected.

The statutory provisions shall apply in place of the invalid or unenforceable provision.

The same applies to any gaps in the provisions.

(8) No waiver

The temporary or partial non-exercise of individual rights or remedies by us does not constitute a waiver of those rights.

A waiver requires an express declaration in text form to be effective.

(9) Continued validity of individual provisions

Those provisions of these GTC which by their nature are intended to continue to apply after termination of the contractual relationship shall remain effective beyond the end of the contract.

This applies in particular to provisions on

confidentiality,

trade secrets,

data protection,

industrial property rights,

retention of title,

liability,

indemnification,

product safety,

export control,

compliance,

limitation periods and

place of jurisdiction and choice of law, to the extent permitted by law.

(10) Contract language

The contract language is German.

If translations of these GTC are prepared or used, only the German version shall serve as the binding interpretation, unless expressly agreed otherwise in writing.

(11) Applicable version

The version of these General Terms and Conditions of Sale and Delivery current at the time of conclusion of the contract shall apply.

Earlier versions lose their validity for future contract conclusions upon the entry into force of a new version.

The annexes and appendices listed below may become part of the respective contract, provided their application has been expressly agreed:

Annex 1 – Special conditions for fitness equipment, sports articles and accessories

Annex 2 – OEM and private-label conditions

Annex 3 – Quality and product safety requirements

Annex 4 – Packaging, labelling and logistics requirements

Annex 5 – Technical specifications and quality agreements

Annex 6 – Service, maintenance and spare parts conditions

Annex 1 – Special conditions for fitness equipment, sports articles and accessories

1. Scope of application

This annex supplements the General Terms and Conditions of Sale and Delivery for all fitness equipment, strength training equipment, cardio equipment, sports articles, accessories, spare parts, electronic components and comparable products supplied by us.

2. Intended use

Our products are intended exclusively for their respective intended and designated use.

The Buyer is obliged

to comply with all operating, assembly and maintenance instructions,

to pass on safety and warning notices to end customers,

to observe the legally prescribed inspection and maintenance intervals and

to use the products only in accordance with their technical specification.

3. Assembly

Unless we owe assembly, set-up, installation and commissioning are carried out exclusively at the Buyer's responsibility.

The Buyer shall ensure that assembly is carried out exclusively by qualified personnel.

4. Maintenance

Regular maintenance, inspection and the replacement of wear parts are the responsibility of the operator of the equipment.

If proper maintenance is omitted, claims for defects lapse to the extent the defect is based thereon.

5. Wear parts

Excluded from liability for defects are customary wear parts, in particular

bearings,

rollers,

Bowden cables,

ropes,

belts,

upholstery,

grips,

brake pads,

running mats,

running belts,

batteries,

rechargeable batteries,

fuses,

lamps and

comparable consumable and wear parts,

to the extent the defect is based on ordinary use.

6. Electronic components

Electronic components may only be operated in accordance with the technical specifications.

Unauthorised software modifications, firmware modifications or electrical conversions are carried out at the Buyer's own risk.

7. Spare parts

A claim to the permanent availability of certain spare parts exists only where this has been expressly agreed in writing or is prescribed by law.

Technical modifications and model changes remain reserved.

8. Operator obligations

The Buyer undertakes to comply with all statutory operator obligations.

These include in particular

safety inspections,

documentation obligations,

maintenance records,

instruction of personnel and

other statutory operator obligations.

9. Commercial use

In the case of commercial use, the Buyer is responsible for ensuring that all national occupational health and safety, accident prevention and safety regulations are complied with.

10. Product safety measures

The Buyer undertakes to implement safety-relevant notices, software updates, retrofitting measures and recall actions without undue delay and to inform its customers accordingly.

11. Private label

If products are distributed under a brand of the Buyer, our rights to technical developments, production processes, manufacturing methods and other know-how remain unaffected, unless expressly agreed otherwise in writing.

12. Precedence

Where this annex contains special provisions, these take precedence over the General Terms and Conditions of Sale and Delivery.

In all other respects, the General Terms and Conditions of Sale and Delivery continue to apply without restriction.