General Terms and Conditions of PrimeMerch OG

1. General
These general terms and conditions (GTC) apply only to contractual partners who are entrepreneurs in the sense of § 1 Consumer Protection Act and are not engaged in legal transactions with consumers. Hereinafter, PrimeMerch OG is referred to as the contractor and the customer as the client. These GTC are the basis for all business and legal transactions of PrimeMerch OG. Deviating conditions from these GTC only become valid with an explicit written agreement.

2. Scope of Contract
These GTC apply to all orders. By placing an order, the client confirms that they are aware of these GTC, expressly acknowledges them, and accepts them in their entirety as part of the contract. Amendments and changes to the contract require written form.

Offers from the contractor are non-binding and subject to change, unless expressly agreed otherwise. Cost estimates are non-binding unless they are expressly marked as binding. Contracts only become binding for both parties upon written order confirmation from the contractor.

3. Deadlines
Delivery, completion, and shipping dates are non-binding unless explicitly agreed upon as fixed dates. Exceeding these dates entitles the client to withdraw only in the case of binding delivery dates promised by the contractor, if a grace period of the length of the originally promised delivery date (or any explicitly agreed upon and confirmed other grace period by PrimeMerch OG (contractor)) is set and this period expires without effect. Withdrawal must be declared in writing by registered letter and entitles the client only to a refund of any deposits made, without the right to compensation for damages.

In the event of force majeure, the agreed delivery period is extended by the duration of the hindrance. The contractor may withdraw from the contract if circumstances arise that make the fulfillment of the order impossible or unreasonable. In this case, any advance payment made will be refunded.

4. Prices

The prices are in euros, excluding VAT, unless otherwise stated. Prices deviating from price lists apply only to the specific order. Shipping and packaging costs are borne by the client.

The contractor reserves the right to adjust prices if there are changes in labor and material costs, tariffs, exchange rates, or taxes. The prices are calculated based on the binding factors applicable at the time of the contract conclusion. An increase in these prices until the time of completion or delivery also necessitates a change in prices, even if such an increase occurs within two months after the conclusion of the contract.

5. Payment Terms
Payments are due immediately, but no later than 14 days from the invoice date, payable net. In the event of exceeding the payment deadline, the contractor is entitled to charge default interest of 16% per annum. Collection and discount expenses are borne by the client. The client is not entitled to offset their own claims against claims of the contractor or to withhold payments.

As long as there are outstanding invoices, the contractor reserves the right to release goods only upon cash payment or on a payment-in-exchange basis for all outstanding invoices. Furthermore, the contractor is entitled to charge the incurred reminder fees and expenses of an intervention by a collection agency or lawyer and add them to the capital. An order is only considered received after payment has been received in the specified bank account. From this point forward, production begins.

6. Retention of Title
The delivered goods remain the property of the contractor until the full payment of the agreed remuneration is made. The client is not entitled to sell, pledge, or otherwise transfer the goods.

7. Delivery and Transfer of Risk
Delivery deadlines are, unless explicitly agreed upon as a fixed business, non-binding. In the event of exceeding a fixed delivery date, the client must request the contractor in writing to comply with the delivery by setting a grace period of at least 6 weeks. The grace period of 6 weeks begins with the receipt of the grace period notice by the contractor. Only from this point on does the delivery delay commence. The contractor is entitled to make partial deliveries. If the set grace period has expired unsuccessfully, the client has the right to withdraw from the contract by written declaration. In the case of an unavoidable delivery delay, the contractor is not liable. In this case, the client waives the right to withdraw from the purchase and also the assertion of claims for damages. Any agreed shipping always occurs at the expense and risk of the client. Insurance of the delivery occurs only based on special agreement and is borne by the client. The risk passes to the client upon handing over the goods to the carrier or upon notification of shipping readiness. Transport damages must be claimed directly from the carrier by the client.

8. Warranty and Liability
All orders are executed with the utmost care according to the most economically reasonable latest state of the art.

Complaints about defects must be made in writing immediately. Obvious defects must be reported immediately upon acceptance; otherwise, later claims are excluded.

The contractor is only liable for intentional or grossly negligent behavior up to the amount of the order value. Further claims, especially for lost profit or consequential damages, are excluded.

The warranty period is 6 months from the handover. The client bears the burden of proof for the existence of a defect at the time of handover. The client assumes

responsibility for ensuring that all intellectual property rights, particularly trademark, design, patent, and copyright rights for orders placed by him are in place. The client commits to indemnify the contractor against all claims of third parties in case of a violation of this contractual obligation, waiving any objections upon first request.

9. Assembly and Disassembly
Assembly and disassembly costs will be charged separately. The client is liable for damages caused by environmental influences and is obliged to submit static expert opinions and necessary permits without being requested.

The client must ensure a safe assembly environment and is liable for all damages arising from the breach of these duties.

10. Advertising Purposes
The client allows the contractor to depict the client’s products in the contractor's documents, particularly for documentation and advertising purposes, and to use them in all promotional materials (for instance, brochures, website,

product presentations). The client agrees that they will be named with the address, business name, and any possible company logo and

indication of their website. The client agrees that a link will be established from the contractor's website to any potential website of the client. There is no obligation for the contractor to mention the client, the products made for them, or to link to their homepage in any case.

11. Taxes and Fees
The client assumes the payment of all taxes and fees in connection with the establishment and use of the commissioned works.

12. Cancellation

If the client cancels the order or withdraws from the transaction for a reason not already entitled to withdrawal under this contract, the contractor is entitled – without prejudice to their claim for fulfillment – to demand a cancellation fee equal to the loss of profit, but at least 20% of the purchase price. The client has no right to choose in this regard.

13. Severability Clause
If individual provisions of these General Terms and Conditions, as well as of the contractual relationship, are unlawful or otherwise ineffective, this does not affect the legal effectiveness of the remaining provisions.

In place of ineffective provisions, provisions come into effect automatically that come as close as possible to the economic purpose of the ineffective provision, with particular regard to the meaning and purpose of the agreement.

This GTC shall come into force on August 1, 2024, and shall remain in effect until further notice.