i. ACROS Sport GmbH General Terms and Conditions for the Online Shop

1. 1. Scope
2. 2. Contractual Partner, Formation of Contract, Options for Corrections
3. 3. Contract Language, Saving of the Contract Text
4. 4. Subject matter of the Contract
5. 5. Requirements and handling of customer content
6. 6. Delivery Conditions
7. 7. Payment
8. 8. Right to Cancel
9. 9. Retention of Title
10. 10. Damage during Delivery
11. 11. Warranty and Guarantees
12. 12. General Liability
13. 13. Code of Conduct
14. 14. Agreement on the use of Trusted Shops buyer protection
15. 15. Online Dispute Resolution
16. 16. Final Provisions

ii. ACROS Sport GmbH General Terms and Conditions for Entrepreneurs

1. 1. Applicability
2. 2. Offer and conclusion of contract
3. 3. Prices and terms of payment
4. 4. Delivery and delivery time, export clause
5. 5. Transfer of risk and default of acceptance
6. 6. Retention of title
7. 7. Ownership of moulds and tools
8. 8. Rights in case of defects
9. 9. General Liability
10. 10. Final Provisions

I. General Terms and Conditions of ACROS Sport GmbH for the online shop

1. Scope

The following General Terms and Conditions apply to all orders placed via our online shop by consumers and entrepreneurs.

A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor their independent professional activity. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

The following applies to entrepreneurs: If the entrepreneur uses conflicting or supplementary general terms and conditions, their validity is hereby rejected; they shall only become part of the contract if we have expressly agreed to them.

2. Contractual Partner, Formation of Contract, Options for Corrections

The purchase contract is concluded with Acros Sport GmbH. You can initially place our products in your shopping basket without obligation and correct your entries at any time before submitting your binding order by using the correction aids provided and explained in the order process. By clicking on the order button, you are submitting a binding offer for the products contained in the shopping basket. Confirmation of receipt of your order will be sent by e-mail immediately after the order has been submitted. We will accept your offer within two days by either sending a declaration of acceptance in a separate e-mail or, if applicable, by our service provider or the selected payment service provider carrying out the payment transaction.

The time of execution of the payment transaction depends on the selected payment method (see ‘Payment’).

The alternative relevant to you depends on which of the listed events occurs first.

3. Contract language, contract text storage

The language(s) available for the conclusion of the contract: German, English

We store the contract text and send you the order details and our General Terms and Conditions in text form. You can view the contract text in our customer login area.

4. Subject matter of the Contract

4.1 Product description

We would like to point out that the respective product description is an essential part of the contract.

4.2 Product images

Notwithstanding your statutory warranty rights, we would like to draw your attention to the following special features. If you have any questions, please contact us:

Due to individual screen configurations (e.g. resolution and brightness), slight deviations between the displayed and actual product colours are possible.

5. Requirements and handling of customer content

5.1 Requirements

If it is necessary for the fulfilment of the order that you transmit content (e.g. texts, data, files) to us, the technical possibilities available for this and any applicable requirements are based on the respective product description.

You are solely responsible for the content, including the legality and accuracy of the content you submit. We do not check the content or editorial content before executing the order.

5.2 Compliance with applicable law

The content and the products to be created from it must always comply with the applicable legal provisions. In particular, they must not infringe any rights or claims of third parties (in particular copyrights, trademarks or other property rights) and must not contain or serve any content that glorifies violence, is discriminatory, racist, xenophobic or otherwise immoral or unconstitutional.

5.3 Indemnification

You shall indemnify us against any claims by third parties that they may assert in connection with an infringement of their rights through our contractual use. In doing so, you shall also bear the necessary costs of legal defence, including all court and solicitor's fees at the statutory rate. The indemnification shall not apply if you are not responsible for the infringement. In the event of a claim by a third party, you are obliged to provide us immediately, truthfully and completely with all information necessary for the examination of the claims and a defence.

5.4 Reservation of withdrawal

We reserve the right to reject the order or withdraw from the contract if the content you have provided for this purpose violates legal or official prohibitions or offends common decency, or if there is reasonable suspicion to this effect. This applies in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violent content.

6. Delivery Conditions

6.1  Shipping costs

Standard shipping within Germany, with the exception of the East Frisian Islands, is free of charge for orders over £39 including VAT.

6.2 Delivery options

We ship the products to the delivery address specified during the ordering process.

We only deliver by post. Unfortunately, it is not possible to collect the goods yourself.

We do not deliver to packing stations.

7. Payment

The following payment methods are generally available in our shop.

Prepayment
If you select prepayment as your payment method, we will send you our bank details in a separate email and deliver the goods after receipt of payment.

Amazon Pay
To pay the invoice amount via the payment service provider Amazon Payments Europe S.C.A. 38 avenue J.F. Kennedy, L-1855 Luxembourg (‘Amazon’), you must be registered with Amazon, authenticate yourself with your access data and confirm the payment instruction. The payment transaction will be carried out by Amazon Pay within one banking day after the order has been placed. Amazon Pay may offer registered Amazon Pay customers selected according to its own criteria additional payment options in their customer account. However, we have no influence on the offering of these options; any additional payment options offered individually affect your legal relationship with Amazon Pay. Further information on this can be found in your Amazon Pay account. In cooperation with the payment service provider Klarna Bank AB (publ.), Sveavägen 46, 111 34 Stockholm, Sweden (‘Klarna’), we offer you the following payment options.Payment via Klarna is only available to consumers. Unless otherwise specified below, payment via Klarna requires a successful address and credit check and is made directly to Klarna. Further information is available under the respective payment option and during the ordering process.

Purchase on account via Klarna
The invoice amount is due after the goods have been shipped and the invoice has been received. However, we have no influence on the offering of these terms; further individually offered payment terms affect your legal relationship with Klarna. You can find more information on this in your Klarna account.

Klarna credit card
You enter your credit card details during the ordering process. Your card will be charged by Klarna immediately after placing your order. No address or credit check will be carried out. Klarna Direct Debit You issue Klarna with a SEPA direct debit mandate. Klarna will inform you of the date on which your account will be debited (known as prenotification).The account will be debited after the goods have been dispatched

Hire purchase via Klarna
You can pay the invoice amount in monthly instalments of at least 1/24 of the total amount. The minimum instalment is £6.95.

Klarna may offer registered Klarna customers selected according to its own criteria additional payment options in their customer account (e.g. interest-free instalment plans). However, we have no influence on the offering of these options; other individually offered payment options affect your legal relationship with Klarna. You can find more information about this in your Klarna account. PayPal Express
To pay the invoice amount via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A, 22-24 Boulevard Royal, L-2449 Luxembourg (‘PayPal’), you must be registered with PayPal, authenticate yourself with your access data and confirm the payment instruction. PayPal may offer registered PayPal customers selected at its own discretion additional payment options in their customer account. However, we have no influence on the offering of these options; any additional payment methods offered to you individually will affect your legal relationship with PayPal. For more information, please refer to your PayPal account.

PayPal
In cooperation with the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A, 22-24 Boulevard Royal, L-2449 Luxembourg (‘PayPal’), we offer you the following payment options as PayPal services. Unless otherwise specified below, payment via PayPal does not require registration with PayPal. Further information is available for each payment option and during the ordering process.

PayPal, PayPal Express
To pay the invoice amount via the PayPal payment option, you must be registered with PayPal, authenticate yourself with your access data and confirm the payment instruction. The payment transaction is carried out by PayPal immediately after the order is placed.

PayPal may offer registered PayPal customers selected according to its own criteria additional payment options in their customer account. However, we have no influence on the offering of these options; additional payment options offered individually affect your legal relationship with PayPal. Further information on this can be found in your PayPal account.

Credit card via PayPal
Your card will be charged by PayPal after the goods have been dispatched.

Direct debit via PayPal
Payment by direct debit via PayPal requires an address and credit check and is made directly to PayPal. By confirming the payment instruction, you issue PayPal with a direct debit mandate. PayPal will inform you of the date on which your account will be debited (known as prenotification). The account will be debited before the goods are dispatched. Purchase on account via PayPal Purchase on account via PayPal requires an address and credit check and is made directly to PayPal.

Sofort by Klarna
In order to pay the invoice amount via the payment service provider Sofort GmbH, Theresienhöhe 12, 80339 Munich, you must have a bank account that is activated for online banking, identify yourself accordingly and confirm the payment instruction. Your account will be debited immediately after placing the order. Further information will be provided during the ordering process.

8. Right to Cancel

Consumers are entitled to the statutory right of withdrawal as described in the withdrawal policy. Entrepreneurs are not granted a voluntary right of withdrawal.

9. Retention of Title

The product remains our property until full payment has been made.
The following also applies to entrepreneurs: We retain ownership of the product until all claims arising from an ongoing business relationship have been settled in full. You may resell the goods subject to retention of title in the ordinary course of business; you assign to us in advance all claims arising from this resale – irrespective of any combination or mixing of the goods subject to retention of title with a new item – in the amount of the invoice amount, and we accept this assignment. You remain authorised to collect the claims, but we may also collect claims ourselves if you do not meet your payment obligations. At your request, we shall release the securities to which we are entitled to the extent that the realisable value of the securities exceeds the value of the outstanding claims by more than 10%.

10. Damage during Delivery

The following applies to consumers: If goods are delivered with obvious transport damage, please report such defects to the delivery agent as soon as possible and contact us immediately. Failure to file a complaint or contact us has no consequences for your legal claims and their enforcement, in particular your warranty rights. However, you help us to assert our own claims against the carrier or transport insurance company.

For entrepreneurs, the following applies: The risk of accidental loss and accidental deterioration is transferred to you as soon as we have delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Among merchants, the obligation to inspect and give notice of defects as regulated in § 377 HGB (German Commercial Code) applies. If you fail to give notice as regulated therein, the goods shall be deemed to have been approved, unless there is a defect that was not apparent during the inspection. This shall not apply if we have fraudulently concealed a defect.

11. Warranty and Guarantees

11.1 Liability for defects

Unless expressly agreed otherwise below, the statutory liability for defects shall apply.

The following restrictions and shortened periods shall not apply to claims based on damage caused by us, our legal representatives or vicarious agents

• in the event of injury to life, limb or health
• in the event of intentional or grossly negligent breach of duty and malice
• in the event of a breach of essential contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligations)
• within the scope of a guarantee promise, if agreed, or
• insofar as the scope of application of the Product Liability Act applies.

 

Restrictions vis-à-vis entrepreneurs

With regard to entrepreneurs, only our own information and the manufacturer's product descriptions included in the contract shall be deemed to be an agreement on the quality of the goods; we accept no liability for public statements made by the manufacturer or other advertising statements. For entrepreneurs, the limitation period for claims for defects in newly manufactured goods is one year from the transfer of risk. The previous sentence does not apply to goods that have been used for a building in accordance with their normal use and have caused its defectiveness. The statutory limitation periods for recourse claims under Section 445a of the German Civil Code (BGB) remain unaffected.

Note for merchants

Merchants are subject to the obligation to inspect and give notice of defects as stipulated in § 377 HGB (German Commercial Code). If you fail to give notice as stipulated therein, the goods shall be deemed to have been approved, unless there is a defect that was not apparent during the inspection. This does not apply if we have fraudulently concealed a defect.

11.2 Warranty, Guarantees and Customer Service

Information on any additional guarantees that may apply and their exact conditions can be found with the product and on special information pages in the online shop.

Customer service: You can contact our technical support team for questions, complaints and claims on working days from to by telephone at as well as by email at .‘ English: ’Our customer service is available for queries, complaints and claims on working days from to via phone at as well as via email at ."

12. General Liability

We shall always be liable without limitation for claims arising from damage caused by us, our legal representatives or vicarious agents.

• in the event of injury to life, limb or health,
• in the event of intentional or grossly negligent breach of duty,
• in the event of warranty promises, if agreed, or
• insofar as the scope of application of the Product Liability Act applies.

 

In the event of a breach of essential contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely, (cardinal obligations) due to slight negligence on our part, on the part of our legal representatives or vicarious agents, liability shall be limited to the amount of damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected.
Otherwise, claims for damages are excluded.

13. Code of Conduct

We have committed ourselves to the following codes of conduct:

• Trusted Shops (https://www.trustedshops.com/tsdocument/TS_QUALITY_CRITERIA_de.pdf)

14. Agreement on the use of Trusted Shops buyer protection

You can insure orders placed with us free of charge up to an order value of £100 via Trusted Shops AG's buyer protection. In addition, Trusted Shops offers paid protection in conjunction with a guarantor. The Trusted Shops buyer protection conditions apply, which you can find here . Buyer protection is activated by clicking on the corresponding button on the Trustcard, which appears as a pop-up on the order confirmation page after you have placed your order. If you are already registered for buyer protection, your order will be automatically protected (automatic buyer protection) without you having to click on the button. In order to offer you (automatic) buyer protection, Trustcard must access order data stored in your browser's cache. For this purpose, a hash value of your email address, the order number and the order total are transmitted to Trusted Shops.If you are already registered for buyer protection, your order will be automatically secured. If you are not yet registered for buyer protection, you can register via Trustcard as described above. Information on data protection at Trusted Shops can be found at the link above.

15. Dispute Resolution

The European Commission provides a platform for online dispute resolution (ODR), which you can find here. We are not obliged and not willing to participate in dispute resolution proceedings before a consumer arbitration board.

16. Final Provisions

If you are an entrepreneur, German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

If you are a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you is our registered office.

Should individual clauses of these General Terms and Conditions be wholly or partially invalid, the remainder of the contract shall remain valid. Insofar as individual clauses are invalid, the content of the contract shall be governed by the statutory provisions.

II. General Terms and Conditions of ACROS Sport GmbH for entrepreneurs

1. Applicability

1.1 These General Terms and Conditions for entrepreneurs ("GTC entrepreneur") are valid for all contracts concerning the sale and/or the delivery of movable objects (hereinafter also referred to as “Goods”) between you as an entrepreneur (sec. 14 German Civil Code, Bürgerliches Gesetzbuch - “BGB”), a legal person under public law or a special fund under public law. (hereinafter also referred to as “Purchaser”) and us, ACROS Sport GmbH.

1.2 Our GTC entrepreneur apply exclusively; contradicting, additional or from these GTC entrepreneur deviating conditions of the Purchaser shall not become part of the contract, unless we have expressly approved their validity in writing. Our GTC entrepreneur shall also apply if we make a delivery to the Purchaser without reservation while having knowledge of his/her contradictory or deviating conditions.

2. Offer and Conclusion of Contract

2.1 The presentation of our goods in our online shop www.acros-componernts.com ("ACROS Online Shop"), in our catalogs ("acros oem spec book") or other advertising media does not constitute a binding offer on our part. This also applies to offers made by us to the Purchaser, unless otherwise stated therein.

2.2 The buyer can order the goods by email or fax.

2.3 By ordering Goods, the Purchaser submits a binding offer. Orders the Purchaser submits by e-mail or fax, we are entitled to accept within 5 (five) working days upon its receipt, unless the order does not stipulate anything else.

2.4 The minimum order value is 50 (fifty) Euro.

2.5 The acceptance is given by written order conformation. Communication by e-mail or telefax shall also suffice to satisfy the written form requirement. Our non-response to offers, orders, requests or other declarations by the Purchaser shall only constitute our approval if and to the extent that this has been expressly agreed in writing.

2.6 Only persons explicitly authorised by ourselves are entitled to make arrangements differing from these GTC entrepreneur.

2.7 The Purchaser is obliged to provide us in detail with all information, which we require to issue an order, in particular the intended purpose of use and the installation location of the Goods.

2.8 Illustrations, drawings, information about weight, measurements, colour and output as well as other descriptions of the Goods from the documents belonging to the offer are only approximate, unless they are expressly referred to as binding. They do not constitute an agreement or a guarantee of a quality of the Goods.

2.9 All our offers and cost estimates as well as illustrations, calculations, prospectuses, catalogues, models and other documents and tools provided to the Purchaser are subject to our property and/or copy right. Without our prior express consent, the Purchaser may not make these documents and items accessible to any third party, neither per se or as content, disclose them to third parties, use them for himself or through any third party, let them be used or reproduce them. Upon our request, he is obliged to return these documents and items entirely to us if they are no longer required in the regular course of business or if negotiations do not lead to the signing of a contract. Copies hereof made by the Purchaser have to be destroyed in such case; excluded is any data stored pursuant to the statutory storage duties and the saving of data for security reasons within the limits of usual data back-up. The aforementioned provisions shall apply respectively for all photos, illustrations, films and writings published in our Acros Online-Shop, our catalogues or other advertising media.

3. Prices and Terms of Payment

3.1 Only the prices listed in our order confirmation are decisive.

3.2 Insofar as information provided in the ACROS Online Shop or in the order confirmation does not state otherwise, the prices are “ex works” plus delivery costs, packaging, in the case of export customs duties as well as fees and other public charges.

3.3 Statutory Value Added Tax is not included in the price and is disclosed separately in the invoice at the statutory rate valid on the day of invoicing.

3.4If the purchaser orders the goods by e-mail or fax, he can pay the goods by invoice (if released by us), SEPA (if released by us), prepayment or PayPal. If the buyer pays in advance, the payment is to be made no later than 8 (eight) days after receipt of the order confirmation, unless otherwise agreed. If payment is made by invoice, the purchase price shall be due for payment within 7 (seven) days from the date of the invoice, unless otherwise agreed. The date of receipt by us shall be decisive for the date of payment. In all other cases, the purchase price is due for payment immediately.

3.5 Rebates and/or discounts have to be agreed upon explicitly.

3.6 In the event of default, the Purchaser has to pay default interest at 9 (nine) percentage points above the base lending rate per annum. In addition we will charge a lump sum of 40 (forty) Euro. We reserve the right to claim higher interest and/or additional damages. The lump sum mentioned in sentence 2 will be deducted from the damages payable, insofar as the damage is due to prosecution. Our claim for commercial maturity interest (§ 353 German Commercial Code – HGB) against merchants remains unaffected.

3.7 We are entitled to carry out outstanding deliveries or services only against advance payment or security deposit, if we get aware of circumstances after conclusion of the contract, which are suited to considerably reduce the Purchasers credit worthiness and by which the payment of our outstanding claims by the Purchaser regarding the respective contractual relationship is endangered.

4. Delivery and Term of Delivery; Export Clause

4.1 For the scope of our delivery our order confirmation is authoritative. Changes regarding the scope of delivery require our written confirmation in order to be valid. The confirmation can also be submitted via e-mail or by telefax.

4.2 Our Deliveries shall be made ex works (place of fulfilment). Upon request and at the expense of the Purchaser we send the Goods to a different place of destination. As far as nothing else is agreed upon, we are entitled to determine the type of shipment (in particular the transport company, dispatch route and packaging) on our own.

4.3 We take back packaging if it is send back to us at no charge.

4.4 We are entitled to part-delivery or partial performance respectively, if reasonable for the Purchaser.

4.5 In case of an order by e-mail or by fax the delivery times and/or delivery dates will be agreed individually or provided by us when accepting the order.

4.6 If shipment has been agreed upon, the terms of delivery and dates of delivery relate to the point in time of the handover to the shipper, freight carrier or any other third person entrusted with the transport.

4.7We will inform the Purchaser about performance delays immediately after we become aware thereof. Performance delays due to force majeure, e.g. strike or lockout in third party businesses or in our business (in the latter case, however, only if the industrial action is lawful), official orders, general disruption of telecommunication or other circumstances beyond our control (hereinafter “force majeure”) or circumstances in the Purchaser’s sphere (e.g. obligation to collaborate does not take place in good time) shall not be attributable to us and shall entitle us to defer the affected performance for the duration of the obstacle plus an adequate start-up period. If the force majeure continues to exist for more than three months, we as well as the Purchaser are released from the duty to perform. Our further rights, in particular regarding the Purchaser’s default of acceptance, remain unaffected.

4.8 Delivery is subject to correct and punctual delivery by our own suppliers.

4.9 In the event of default in delivery, Purchaser shall be entitled to withdraw from the contract after fruitless expiry of a reasonable grace period while threatening refusal of acceptance, set by Purchaser after occurrence of the default in delivery.

4.10 Customer’s claims for compensation of damage or reimbursement of futile expenses in the event of default in delivery or impossibility of performance shall be governed according to Sec. 8.

4.11 Our deliveries and services are subject to the condition, that there are no barriers because of national and/or international export control regulations, embargoes and/or other export restrictions. The Purchaser is obliged to provide us with all information and documents, needed for export and/or import of the Goods. Any delays resulting from related examinations and/or approval processes entitle us to defer the affected performance for the time of the examination and/or process. We are released from our duty to deliver and perform, as far as there is a conflict with any export restrictions.

5. Passing of Risk and Default of Acceptance

5.1 The risk of accidental perishing and deterioration passes to the Purchaser with handover of the Goods at the latest. If the Purchaser demands shipment of the Goods to another place than the place of performance (Versendungskauf - sales shipment), the risk of accidental perishing and accidental deterioration of the Goods shall pass to the Purchaser with handover of the delivery item to the shipper, freight carrier or any other third person entrusted with the transport. This also applies, if partial deliveries are made. The same applies if the Purchaser is in default of acceptance.

5.2 If the Purchaser is in default of acceptance or culpably infringes other obligations to co-operate, we are entitled to claim damages including additional expenditures, if any, e.g. storage costs. Our further claims and/or rights remain unaffected.

5.3 The shipment will only be insured against theft, breakage, transport, fire and water damage or other insurable risks on Purchasers explicit demand and on his costs.

6. Retention of Title

6.1 We reserve the right to ownership of the delivered Goods until receipt of all payments relating to the business relationship with the Purchaser.

6.2 In case of breach of contract by the Purchaser including, without limitation to, default of payment, we are entitled to take possession of the Goods subject to retention of title. By taking possession of the Goods subject to retention of title, we withdraw from the contract. After we have taken back the Goods, we are entitled to liquidate/sell them and to apply the proceeds towards the Purchaser’s accounts payable – after deduction of adequate sales costs.

6.3 In case of attachments or other interventions by third parties the Purchaser is obliged to inform us immediately in writing.

6.4 The Purchaser is entitled to resell the Goods subject to retention of title in the ordinary course of business; he already by now assigns to us all accounts receivables in the amount of the final invoice amount (including VAT) of our account receivable, which he receives by reselling against its customers or third parties irrespective of the fact, whether the Goods have been resold in a processed or unprocessed condition. The Purchaser remains entitled to collect this account receivable after the assignment. Our right to collect the account receivable on our own remains unaffected. We commit ourselves, however, not to collect the account receivable as long as the Purchaser complies with its payment obligations from the collected sales revenues, he is not in default of payment and in particular no request to open insolvency proceedings has been filed or a cessation of payments is at hand. If, however, that is the case we may demand that the Purchaser notifies the assigned accounts receivables and its debtors to us, to give us any and all required information to collect the accounts receivables, to hand over the corresponding documentation and to inform the debtors (third parties) about the assignment.

6.5 Any processing or transformation of the Goods by the Purchaser is carried out for us. If the Goods should be processed with other items not belonging to us, we acquire co-ownership of the new item proportionally to the price of the Goods (final invoice amount, incl. VAT) in relation to the other processed goods at the time of processing. The Purchaser keeps the new items in custody for us. For the rest, the same provisions apply to an item resulting from processing or transformation as to Goods delivered under title retention.

6.6 If the Goods should be compounded inseparably with other goods not belonging to us, we acquire co-ownership on the new item proportionally to the price of the Goods (final invoice amount, incl. VAT) in relation to the other processed goods at the time of mixture. If mixture happens in a way that the Purchaser’s item is considered as the main item, it is agreed that the Purchaser transfers co-ownership in this item proportionally to us. The Purchaser keeps the new items in custody for us. For the rest, the same provisions apply to an item resulting from mixture as to Goods delivered under title retention.

6.7 We commit ourselves to release our collaterals on Purchaser’s demand if the feasible value of our collaterals exceeds the receivables by more than 10%. We may choose the collaterals to release.

7. Ownership of Moulds and Tools

7.1 Injection molds, dies, and fixtures used for the production of products ordered by the customer shall remain the exclusive property of ACROS Sport GmbH, even if the customer has partially or fully borne the costs of their manufacture.

7.2 The customer shall have no claim to the surrender of the tools. The tools shall be used exclusively for the execution of the customer's orders, unless otherwise agreed in writing.

7.3 ACROS Sport GmbH undertakes to store and maintain the tools properly for repeat orders. If no repeat order is placed within a period of 2 years, ACROS Sport GmbH reserves the right to dispose.

8. Warranty Rights

8.1 If a bilateral commercial transaction (“beidseitiges Handelsgeschäft”) is given, the claims for defects are subject to the Purchaser’s compliance with the statutory inspection and notification obligations according to Sec. 377 German Commercial Code (Handelsgesetzbuch – “HGB”).

8.2 If the delivered Goods are defective, we are entitled to choose, whether we perform supplementary performance by removal of defects (subsequent improvement) or by delivery of Goods free from defects (replacement delivery).

8.3We are entitled to make the owed supplementary performance dependent on the payment of the due purchase price by Purchaser. Purchaser is entitled, however, to retain a part of the purchase price, which his adequate in proportion to the defect.

8.4 The Purchaser is obliged to give us the time and the opportunity to perform the owed supplementary performance, in particular to hand over the Goods being object of complaint for examination purposes. In case of a replacement delivery he is obliged to hand over to us the defective Goods according to the statutory regulations.

8.5 The expenditures required to examine and to perform supplementary, in particular transport, travel, labour and material costs, are borne by us, if there is actually a defect and as far as they are not increased due to shipment of the Goods to a place differing from the place of fulfilment.

8.6 Defects arising out of usual abrasion or deterioration respectively are not subject to claims for defects.

8.7 We are not liable for defects if the reason for the defect is attributable to the Purchaser, e.g. inappropriate use or changes or repairs by the Purchaser or a third party, unless the Purchaser proves that the defect is not the result of such actions.

8.8 We are not responsible for any compliance of Goods delivered by us with foreign regulations, if not agreed upon in writing.

8.9 If the Purchaser’s request for supplementary performance should be unjustified (pseudo-defect), we are entitled to demand reimbursement for the costs arisen therefrom unless Purchaser would not have been able to recognise the pseudo-defect even by applying all due care.

8.10 If supplementary performance fails or is unacceptable for the Purchaser or if we refuse both ways of supplementary performance in the meaning of Sec. 439 para. 3 German Civil Code, the Purchaser may at his discretion demand reduction of the purchase price or recede from the contract according to the statutory provisions.

8.11 Regarding the Purchaser’s entitlement to damages respectively compensation of wasted expenses Sec. 9 applies in addition.

8.12 The limitation period for claims due to defects is one year starting with the delivery of the Goods. In case of liability for damages arising from wilful intent or gross negligence, in case of fraudulent concealment of a defect, in case of damages deriving from the injury to life, body or health, in case of defect of title according to Sec. 438 para 1 Nr. 1a German Civil Code, guarantees according to Sec. 444 German Civil Code and claims due to recourse of the entrepreneur in case of final delivery to a consumer (“Lieferantenregress”, Sec. 479 German Civil Code) the statutory limitation period applies, likewise for claims based on the German Product Liability Act [Produkthaftungsgesetz].

8.13 Sec. 8.12 applies respectively regarding limitation period of other claims of the Purchaser of any kind vis-à-vis us based on a defect of a Good, if not the application of the statutory limitation period in the individual case leads to a shorter limitation period. The limitation period of other claims according to the preceding sentence begins differing from Sec. 8.12 with the commencement of limitation by law.

9. General Liability

9.1 We shall be liable – no matter on what legal grounds – for compensation of damage or reimbursement of futile expenses in accordance with the provisions stated in Lit. (a) and (b):

(a) In the event of wilful intent or gross negligence, we shall be liable without limitations. In the event of simple negligence, we shall only be liable for damages arising from the breach of a material contractual obligation (obligation the discharge of which is an essential prerequisite for the proper performance of the contract and the discharge of which Purchaser generally can and does rely upon); in this case, however, our liability shall be limited to the foreseeable damage, typical of this type of contract.

(b)(b) The exclusions and limitations of liability set forth in Lit. (a) shall not apply as far as we have fraudulently concealed a defect or have given a guarantee of the quality of the thing (Sec. 444 German Civil Code), for damages arising from injury to life, body or health as well as in the event of liability under the German Product Liability Act [Produkthaftungsgesetz].

9.2 To the extent that liability to us is excluded or limited, this shall also apply to the personal liability of our legal representatives and agents.

10. Final Provisions

10.1 If the Purchaser is a merchant in the meaning of the German Commercial Code (“HGB”), a corporate body under public law or a special fund under public law, the place of jurisdiction for any and all possible disputes based on the business relations is Renningen, Germany. We are entitled to take action at the Purchaser’s place of business as well as at any other permitted place of jurisdiction.

10.2 The relations between us and the Purchaser are exclusively subject to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods as of 11 April 1980 (CISG) does not apply.

10.3 If single provisions of these GTC are or become invalid, the validity of the other provisions is not affected.

As of: 13 November 2025