General Terms and Conditions of Business

1. Scope of Application

1.1 Our deliveries and services are exclusively governed by the terms and conditions of deli very and payment mentioned below. They shall be applied, independently of the fact that the order has been submitted verbally by telecommunication, in writing, or in writing by telecommunication. When placing an order, the Purchaser confirms to be familiar with and recognize the full contents of our terms and conditions of delivery and payment, and confirms that they are binding for him within the scope of legal provisions. Any of the Purchaser‘s terms and conditions of delivery and purchase which are contradictory to these terms and conditions are not binding to us, even if they state the claim to be exclusively applicable, and we herewith expressly object to them. Such terms and conditions of delivery and purchase will not oblige us in any way even if we do not expressly object to them again when concluding the Contract.

1.2 Any amendments or modifications to the Contract or verbal collateral agreements, in particular regarding our terms and conditions of delivery and payment will become applicable only after our previous express consent has been given in writing.

1.3 Should a stipulation in these terms and conditions of delivery and payment be or become invalid or include a gap this will have no effect on the legal validity of the remaining stipulations.

2. Quotations and Orders

2.1 Our quotations are without obligation and not binding for us.

2.2 We consider a purchase order as accepted if we have confirmed it in writing or if it has been delivered.

2.3 The Purchaser cannot withdraw any of the purchase orders, which he has effectively submitted to us and which have been accepted by us.

2.4 Our written Order Confirmation will define the contents, the scope and time of the deliveries. We reserve the right of deviations due to modifications on the item. Unless stated otherwise in writing, we are authorized to deliver the items in the version and colours available on stock. If the Purchaser does not state or if we have not agreed to any special type of shipment or travel routes, we have the right to chose, without obligation, any type of shipment and travel routes.

2.5 The Purchaser shall accept, in case of special production and printing orders, exceeding or lower quantities to be delivered up to 10%.

3. Prices

3.1 Invoicing shall be based on the price lists in force each on the day of the conclusion of the Contract. Any price agreements shall be binding for us only if we have agreed to them in writing.

3.2 If more than a period of four months has passed between order acceptance and the date of delivery, the price lists in force each on the day of the delivery are applicable. For continuous obligations, only the price lists in force each on the day of the delivery are applicable.

3.3 Unless otherwise agreed to in writing, all prices are ex company site Schlüsselfeld, excluding value added tax, freight, postage, packing or value insurance.

3.4 The given minimum quantities are to be kept.

3.5 We have the right to invoice € 15.00 of office fees, for each case, for any unjustified complaints or if it is necessary to obtain some proof of delivery.

4. Terms of Payment

4.1 Our invoices are in EUR free the Supplier‘s domicile and due for payment not later than 10 days from date of invoice with a deduction of 2%, or not later than 30 days from date of invoice net without any deduction. This is also applicable for partial deliveries. For new customers first order occurs against payment in advance with a deduction of 3%. Mould and model costs are always pur net without deduction.

4.2 In case of an agreement of payment by instalments, the outstanding amount shall be due for immediate payment if the Purchaser is in delay of any part of the payment by a period exceeding seven days for one instalment.

4.3 In case of delayed payment, we are entitled to invoice, within the scope of legal provisions, reminder fees, default interest to the amount of that usually claimed by banks for credits, and other damages caused by the delayed payment.

4.4 Bills of exchange shall be accepted in payment only and subject to opportunity of discounting. The Supplier reserves the right to refuse the discounting of bills of exchange as means of payment. If payments are made by bill of exchange, the Purchaser is responsible for the discounting fees, the payment of taxes, collection fees, and office fees to the amount of € 6.00 per discounted bill of exchange each. We refuse the prolongation of discounted bills of exchange.

4.5 In case of failure to keep to our terms of payment, in particular, by suspension of payment, filing for insolvency protection, or bankruptcy petition by the Purchaser, all debt claims by the Supplier are agreed to be immediately due for payment in cash, without consideration of discounted bills of exchange, cheques, etc. We are entitled, in this case, to hold back any outstanding deliveries and also to withdraw from further fulfilment of our obligations from the Contract. Such withdrawal shall not exempt the Purchaser from his obligations from any parts of the Contract, which have already been fulfilled by ourselves.

4.6 Neither party has the right, as far as legally admissible, to withhold performance, in particular, no right of retention of payments, or set off for reasons of the Purchaser‘s potential counterclaims.

5. Period of Delivery

5.1 As far as possible, deliveries are made ex works or within a short period. Our stipulated delivery periods are subject to availability for delivery.

5.2 The period of delivery begins with the completion of clarification of all details of execution and once both Parties have agreed upon all terms of business, however, if an order confirmation is issued, upon its dispatch at the earliest, but not before the submittal of all documentation, specifications, authorizations and releases to be obtained by the Purchaser.

5.3 The period of delivery shall be prolonged in a reasonable way for reasons of action of industrial conflict, in particular, for strike and lockout, and also in cases of events by unexpected obstacles, which are beyond the Supplier‘s intent, as far as such obstacles are of any substantial impact on the completion or delivery of an object of delivery. This is also applicable if the circumstances occur during potential default of delivery, or with a subcontractor. In important cases, the Supplier shall notify the Purchaser of the beginning and termination of such obstacles as soon as possible.

5.4 The observation of the period of delivery includes prior fulfilment of the Purchaser‘s contractual obligations.

6. Transfer of Risk and Acceptance

6.1 With the shipment of the goods, at the latest, the risk is transferred to the Purchaser, even if partial deliveries are made, or if the Supplier is responsible for any other performances, such as shipment costs or the freight to the Purchaser‘s domicile. Upon the Purchaser‘s demand and at the Purchaser‘s charges, the Supplier will take out an insurance policy for the contractual object against theft, damages due to breakage, transport, fire and water damage or any other risks which can be insured.

6.2 The Purchaser shall accept all objects delivered, even if they are subject to minor defects, without prejudice to the rights as under clause 8.

7. Reservation of Proprietary Rights

7.1 All products delivered will remain in our property until all claims under the business relationship with the Purchaser are settled, including all claims being caused later on, or those arising from other contracts, which were concluded at the same date or later on. Treatment or processing of the goods under reserved ownership shall always be carried out by the Purchaser for the Supplier. No claims shall arise for the Purchaser from the treatment and storage of the goods under reserved ownership on behalf of ourselves. We reserve the co-ownership on new products resulting from combining or blending with products, which are not in our ownership, in conformity with §§ 947, 948 of the Civil Code.

7.2 The Purchaser is entitled to resell the objects of delivery in normal business, but neither to pledge or transfer it as a security, nor dispose of it in any other way. The Purchaser obliges himself to resell the goods only under reserved ownership unless the goods is paid by the Third Party Purchaser immediately upon the effect of fulfilment under the provisions of § 263 I of the Civil Code. Upon the Purchaser‘s suspension of payment, the authorization for resale shall expire. The Purchaser obliges himself to immediately inform us in writing if the goods under reserved ownership are pledged to any Third Parties or if any Third Parties interfere with them. The Purchaser shall indemnify the Supplier of any damages and costs, which arise for the Supplier by measures of intervention against the interference by Third Parties.

7.3 All claims arising for the Purchaser from the resale of the goods supplied by us, whether the goods under reserved ownership are sold without or after treatment or processing, shall be as of now, transferred to ourselves as securities for our claims each applicable according to Item 7.1. Such transfer will relate, in cases of goods on which we reserve co-ownership rights according to Item 7.1 Subparagraph 2, to that portion of the claim only which corresponds to our portion of co-ownership. The Purchaser may not enter into any collateral agreements with the buyers, which will destroy or affect the Supplier‘s rights. The Purchaser has the right to collect the transferred claims only as long as he has correctly fulfilled his payment obligations.

7.4 The Supplier obliges himself to release the securities granted to him as far as their value exceeds the claims to be secured by more than 20%.

7.5 The Purchaser has the obligation to separately store and identify the goods under reserved ownership for the Supplier, once the due payment date of our invoices is exceeded. In case of failure to comply with the terms of the Contract, in particular by default of payment, the Supplier shall be entitled to take back the goods after reminder, and the Purchaser obliged to surrender them. If the Supplier receives any information, after the conclusion of the Contract, which may make the realization of the Supplier‘s claims appear risky, or if any facts arise which may render this matter doubtful, the Purchaser is obliged to inform us, upon our demand, about the stocks of goods under reserved ownership and enable us to take them back; furthermore he is to notify his buyers of all transfers to our benefit which have been made, and to give all information required for the collection of these claims and to submit all relevant documentation.

7.6 The asserting of the claims for the reservation of proprietary rights as well as the pledging of the contractual object by the Supplier are not considered as withdrawal from the Contract, for lack of relevant express declaration by the Supplier in writing, provided that, in the individual case, the Law of Instalments is applicable each.

8. Liability for Defects

8.1 The Purchaser shall check the goods, which have been delivered immediately after receipt, with reasonable care as to quality and quantity defects. Complaints of defects and of quantities of the delivered goods lacking are to be communicated to the Supplier in writing with the exact details of the type and scope of a potential defect within a fortnight after receipt of the goods. Hidden defects shall be notified to the Supplier in writing immediately after their detection.

8.2 The supplier shall not be liable for claims for damages resulting from impossibility of performance, positive breach of contract, culpa in contrahendo (ie, violation of mutual confidence in the preparation of a contract), or due to a violation of duties to furnish counsel or other secondary contractual obligations, duties to advise or warn, or in the case of incorrect operating instructions and/or incorrect product descriptions or other verbal or written comments, unless the supplier can be accused of wrongful intent or gross negligence, or the supplier is compulsorily liable for warranted qualities or for other reasons.

9. Right of the Supplier to Withdrawal

9.1 The Supplier is entitled to withdraw from all Contracts for deliveries which have not yet been completed, if, after the conclusion of the Contract, the Purchaser‘s financial situation deteriorates, for instance, if a petition for bankruptcy, or judicial composition is filed, or if a petition to institute extrajudicial composition proceedings is filed, if enforcement measures are failing, or in case of the protest of a bill or cheque or similar events within the Purchaser‘s scope of action, which make the realization of the Supplier‘s claims appear at risk, by accounting all expenditures made by the Supplier, and excluding any obligation for compensation.

9.2 The Supplier also has the right to withdraw if the Purchaser is in delay with his main obligations towards the Supplier, in particular with his obligation for payment.

10. Place of Fulfilment

The place of fulfilment for all obligations of the Parties arising from the Contract will be Schlüsselfeld, as the Supplier‘s head office.

11. Jurisdictional Venue

11.1 Any disputes arising under this contract and under the business relations are to be submitted to the Court, which is competent for the Supplier‘s head office (Bamberg), if the Purchaser is a fully authorized merchant, a legal entity of public law or a special fortune under public law, and also if the Purchaser has no general place of jurisdiction within the Federal Republic of Germany. The Supplier is also entitled to commence litigation at the Purchaser‘s head office.

11.2 German law exclusively governs all deliveries or performances. The laws about international purchase of personal property and about the conclusion of international purchase contracts about personal property shall not be applicable.

12. Safety Provisions

According to the regulations for toys (CEN/EN 71), our range of small toys is notsuitable for children under 3 years, because of small parts which could be swallowed or long strings, which could cause suffocation. In conformity with this directive, the items or their packaging are identified with the warning instructions. This note is to be made accessible to the consumer. During further processing or modification by the Purchaser of the goods supplied, the Purchaser is to make such identification according to the directive 2009/48/EG dated 18.06.2009.