GENERAL CONDITIONS OF PURCHASE, SALE AND DELIVERY FOR THE WHOLESALE TRADE

§ 1 General information

These general conditions of purchase, sale and deliveryshall be an integral part of the purchase agreement. Conflicting or deviating terms and conditions of purchase and/or sale or other restrictions of the buyer/supplier shall not be recognised. This shall not apply if MULTI SOURCE GmbH has explicitly agreed in writing to deviating terms and conditions in individual cases.

§ 2 Offers / orders

(1)
Offers from MULTI SOURCE GmbH are non-binding with respect to price, quantity, delivery time and capacity to deliver and are subject to prior sale.

(2)
Purchaser's orders only become binding for MULTI SOURCE GmbH through written or express confirmation by the latter (including invoices, delivery slips or order confirmations).


§ 3 Billing

(1)
The prices that are in effect at the time of delivery will be charged by MULTI`SOURCE GmbH. These prices will be subject to the legally effective  value-added tax.

(2)
New customers must provide MULTI SOURCE GmbH with their value-added tax identification number without delay.  In the event of abuse or a failure to comply with value-added-tax provisions the contractual partner shall be liable to MULTI SOURCE GmbH for any disadvantages incurred.

(3)
If MULTI SOURCE GmbH should increase its prices in general in the time between conclusion of the contract and delivery, then the customer shall have the right to withdraw from the contract within a period of two weeks subsequent to notification of the price increase. This shall not apply if the raised price is based exclusively on an increase in bills of lading.  The right to withdrawal shall not apply in the event of  long-term supply contracts (contracts for the performance of a continuing obligation with big customers, authorized dealers, etc.).


§ 4 Payment

(1)
Invoices are payable in advance without any deductions.  If the payment period is exceeded,  interest in the amount of 4% higher than the bank rate of the Deutsche Bundesbank may be charged in each case, if MULTI SOURCE GmbH itself doesn't have to fulfil interest obligations above and beyond that. In the event of default, the statutory rights to the enforcement of claims for damages due to non-performance and to withdrawal from the contract shall be reserved. In addition, any remaining liabilities in connection with the contract shall be immediately due and payable. Other agreed payment deadlines will be noted in writing as "payable by" on the offers, order confirmations, delivery slips and/or invoices issued by MULTI SOURCE GmbH. This dated payment deadline shall be binding for the purchaser.

(2)
Payment by cheques or bills of exchange shall require the agreement of MULTI SOURCE GmbH. These are accepted on account of payment. The maximum term for bills of exchange is 90 days subsequent to the date of the invoice. Discounting, exchange charges, exchange taxes and similar fees incurred as of thirty days after the invoice date shall be borne by the purchaser.

(3)
If there are well-founded doubts as to the ability of the purchaser to pay or the creditworthiness of the latter and if the purchaser isn't prepared to pay in advance or to furnish an appropriate guarantee despite a request to that effect, then if MULTI SOURCE GmbH has not yet performed, it shall be entitled to withdraw from the contract.

(4)
Deposits and advance payments shall be subject to value-added tax.

(5)
Payments shall only be deemed to have been made if the amount is definitely credited to a MULTI SOURCE GmbH account.

(6)
MULTI SOURCE GmbH reserves the right to use payments first of all to offset the oldest outstanding invoice items plus default interest and costs accrued on such accounts, regardless of any specification whatsoever by the purchaser, and in the chronological order as specified in the legal regulations:  namely, costs, interest and principal claim.

(7)
The purchaser cannot enforce any withholding rights.  He may only set off  claims with undisputed or legally established counter claims.

(8)
MULTI SOURCE GmbH's delivery period shall be in abeyance, if the purchaser  is in default entirely or to a significant degree due to a commitment to MULTI SOURCE GmbH.


§ 6 Provisions for delivery

(1)
MULTI SOURCE GmbH always endeavours to deliver as quickly as possible.  There are no set delivery periods.

(2)
If a set delivery date is agreed upon in deviation from  paragraph 1, the purchaser must set a reasonable grace period in the event of default on the part of MULTI SOURCE GmbH. This must amount to two weeks at least.

(3)
MULTI SOURCE GmbH must reserve the right to have goods delivered to it correctly and in a timely manner.

(4)
The day of delivery shall be deemed to be the day when the goods leave a MULTI SOURCE GmbH warehouse, or, if this date cannot be specified, the day when they are made available to MULTI SOURCE GmbH.

(5)
In cases where packaging is provided by the manufacturer, the latter's special terms and conditions will apply in addition, if necessary.


§ 7 Force majeure / contract impediments

(1)
Force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire damage, flooding, unforeseeable shortages of labour, energy, raw materials or auxiliary supplies, official decrees or other impediments, for which the party, who is liable to perform. is not responsible and which reduce,  delay, prevent or  render unreasonable the manufacture, dispatch,  acceptance or use of goods, shall release that party from the obligation to deliver for the duration and the extent of the effect of the disruption. Both parties shall be entitled to withdraw from the contract if delivery is delayed by more than eight weeks from the reasonable or agreed deadline as a result of the disruption.  .

(2)
In the event of a partial or complete loss of supply sources by MULTI SOURCE GmbH, of any kind whatsoever, MULTI SOURCE GmbH shall not be obliged to  purchase replacements from third parties. In this event, MULTI SOURCE GmbH shall also have the right to put together partial deliveries of the available quantities of goods taking its own potential requirements into account and to distribute these among purchasers at its own discretion.


§ 8 Shipment of goods

(1)
MULTI SOURCE GmbH shall reserve the right to choose the shipping route and the manner of dispatch.  Additional costs that are caused by special wishes of the purchaser with regard to dispatch shall be borne by the latter. The same shall apply to increases in freight charges, possible additional costs for re-routing, storage costs, etc.  that occur subsequent to the conclusion of the contract, unless delivery free of freight charges has been agreed upon.

(2)
The risk of destruction, loss or damage of the goods shall be transferred to the purchaser at the time of dispatch or at the time the goods are made available to the purchaser, if they are being collected by the latter.

(3)
Transport insurance is taken out by MULTI SOURCE GmbH only upon the explicit request of the purchaser against reimbursement of the relevant costs.


§ 9 Warranty

(1)
Complaints of defects shall only be taken into consideration if they are indicated immediately, (at the latest within a week of the arrival of the goods) by sending documentary proof, samples or packing slips, if necessary  as well as providing the invoice number and date and the signatures that may be found on the packaging  

(2)
If there are hidden defects, a written complaint must be made immediately but at the latest within two months after the arrival of the goods. The burden of proof for concealment of the defect must be borne by the purchaser.

(3)
Rejected goods may only be sent back with the explicit agreement of MULTI SOURCE GmbH and in this case alone, the costs incurred shall be borne by MULTI SOURCE GmbH.

(4)
A complaint about transport damage must be made immediately by the purchaser to the freight forwarder when the goods are delivered and recorded in the presence of witnesses to avoid the loss of compensation for damages. Subsequent claims cannot be taken into consideration.


§ 10 Purchased goods

The supplier shall confirm to MULTI SOURCE GmbH, that the goods supplied by the former shall be negotiable in the European Community / Germany, i.e. that they are in compliance with the currently effective  legal  provisions in the Federal Republic of Germany with respect to content and packaging as well as the information displayed. These are  original goods that are free from third-party rights and can be  freely sold on the EC market. The supplier declares that Customs and tax provisions were adhered to when they were imported. The goods were acquired in the course of proper, standard business transactions. If the goods are not in compliance with contractual provisions, the seller shall be obliged to take back the goods step by step in return for repayment of the purchase price without prejudice to further claims. The supplier shall undertake to indemnify MULTI SOURCE GmbH against all third-party claims resulting from any alleged violation of the law and to pay compensation for any expenses incurred.


§ 11 Commissions and customer protection for third parties

(1)
Brokerage commissions to third parties that have been agreed by MULTI SOURCE GmbH refer exclusively to the individual transaction that has been agreed by contract. Commissions on  follow-up transactions with the purchaser concerned shall not be granted. There shall be no customer protection for the broker with respect to MULTI SOURCE GmbH. Verbal agreements with MULTI SOURCE GmbH require a legally effective, written basis or confirmation to be valid.

(2)
Brokerage commissions shall only be paid on the basis of a written agreement with the broker. The commission rate must be confirmed in writing in advance by both parties for each transaction carried out  as a percentage and in Euros. Commission payments shall only become due for payment once payment has been made by the purchaser and 10 days after  being definitively credited to the account of MULTI SOUCE GmbH. Any  additional charges or claims for compensation for damages by the purchaser shall reduce the commission to the percentage rate of the entire amount that was paid.
Overpaid commissions shall be returned. Agreements between MULTI SOURCE GmbH and brokers shall not affect the purchaser.


§ 12 Retention of ownership

(1)
Ownership of the goods shall be transferred to the purchaser only if the latter has fulfilled all of his obligations arising from the business relationship with MULTI SOURCE GmbH, including ancillary claims, claims for compensation for damages and encashment of cheques or bills of exchange.
In the case of current accounts retention of ownership shall serve as security for MULTI SOURCE GmbH's balance claim. The purchaser shall have the right to sell the delivered goods in the course of normal business transactions if he is not in default.  He shall be prohibited from pledging the goods or assigning them as security.

(2)
MULTI SOURCE GmbH shall have the right to demand the return of the reserved goods from the purchaser without setting a grace period or withdrawing from the contract, if the purchaser  is in default of fulfilment of his obligations with regard to MULTI SOURCE GmbH. Alternatively, MULTI SOURCE GmbH shall be entitled to demand payment in advance. Revocation of the reserved goods shall only constitute withdrawal from the contract if MULTI SOURCE GmbH explicitly declares this in writing.  If the purchaser sells the goods that were supplied by MULTI SOURCE GmbH, regardless of their condition, then he shall assign all claims deriving from the sale of supplied goods to MULTI SOURCE GmbH with immediate effect.

(3)
Upon the request of MULTI SOURCE GmbH the purchaser shall be obliged to notify third-party purchasers of the claim and to provide the necessary information and to deliver relevant documentation for the enforcement of the rights of MULTI SOURCE GmbH against third-party purchasers.

(4)
If goods subject to retention of title are sold with other items at an overall price, then the assignment shall be limited to the proportionate amount of MULTI SOURCE GmbH's invoice for the reserved goods that were part of the sale.


§13 COURT OF JURISDICTION / PLACE OF PERFORMANCE / VALIDITY CLAUSE

(1)
The exclusive court of jurisdiction for both parties shall be Düsseldorf.

(2)
The place of performance for delivery shall be the place of shipment in each case. The place of performance for payment shall be Düsseldorf.

(3)
If individual provisions of these conditions of purchase, sale and delivery should be or become ineffective in whole or in part, this shall not affect the validity of the remaining provisions or parts thereof or the  underlying contractual relationship. The parties must replace any potentially ineffective rule by an effective one that comes as close as possible to the commercial purpose of the ineffective rule.

Düsseldorf,  07/08/2014