General Terms and Conditions of LLOYD Shoes GmbH






§ 1
Application





(1)

The business relations between LLOYD Shoes GmbH (hereinafter “LLOYD”) and its customers (each hereinafter a “Customer”) on the basis of any orders by the Customer through the LLOYD B2B online portal www.lloyd.de (hereinafter “LLOYD B2B Portal”) shall be governed by these general terms and conditions.



(2)


General standard terms and conditions of the Customer do not apply, regardless of whether or not LLOYD expressly objects to them in a particular case.



§ 2
Customers





The range of products offered in the LLOYD B2B Portal are directed to Business Customers only. For the purpose of these General Terms and Conditions a „Business Customer“ is a customer (whether an individual, company or partnership vested with legal capacity) who enters into the relevant contract in the conduct of its business or its selfemployed professional activity (Sec. 14 (1) of the German Civil Code).




§ 3
Conclusion of contract








(1)
Offers published in the LLOYD B2B Portal are nonbinding.

(2)
By placing an order in the LLOYD online shop the Customer makes a binding offer to purchase the relevant product. The submission of the offer requires the prior registration and acceptance of these General Terms and Conditions by pressing the button “GTC confirmed”.



(3)
In due course upon receipt of the order, LLOYD will send to the Customer by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order. The order shall be deemed to be accepted by LLOYD either upon subsequent (e-mail) acceptance of the order or by dispatching the product. The sales contract with the Customer shall not become effective until LLOYD's acceptance.


§ 4
Dispatch of Products








(1)
LLOYD shall dispatch the goods prior to or on the date of dispatch (i.e. shipments to be effected in decades), as set out in the terms of the offer on the B2B Portal when the Customer places the order; provided, however, that any such date of dispatch shall be only approximate.

(2)
If, for reasons beyond LLOYD’s control, LLOYD does not receive any deliveries or performances of its supplier or if such deliveries or performances are not received correctly or not in due time or in cases of force majeure which considerably complicates or makes impossible the execution of any delivery, LLOYD shall be entitled to postpone the delivery or performance by the period during which the obstacle persists and an additional reasonable startup period or to rescind the agreement in whole or in part with regard to the part not yet fulfilled. In the event a product can not be delivered timely due to reasons set out in this paragraph, LLOYD will inform the Customer without undue delay thereof.

(3)
Partial deliveries and performances on the part of LLOYD shall be admissible at any time.


§ 5
Prices and Payment


(1)
Shipping costs for orders will be borne by LLOYD, unless the value of the respective single order does not exceed the amount of EUR 550.






(2)
Payments of the Customer vis-à-vis LLOYD shall be due and payable within a period of 60 calendar days upon receipt of the product and the invoice. If payment is effected within 10 calendar days upon receipt of the product and the invoice, a cash discount of 3 %, in case payment is effected within 30 calendar days, a cash discount of 2 % will be granted.

(3)
If the Customer is in default, LLOYD shall be entitled to demand as per the date in question interest to the amount of at least 8 percentage points above the respective base rate. Any evidence showing a higher loss of LLOYD shall remain admissible.

(4)
If LLOYD becomes aware of any circumstances that give LLOYD the right to doubt the Customer’s creditworthiness, in particular if the Customer suspends payment, or if LLOYD becomes aware of any other circumstances that cast doubts on the Customer’s creditworthiness, then LLOYD is entitled to declare the unpaid balance of debt to be due and payable. Furthermore, in this case, LLOYD is entitled to require advance payments or provision of security, to discontinue delivery in the event of payment delays and to rescind the part of the agreement with the Customer not yet fulfilled.

(5)
The Customer is not entitled to setting off, retention and reduction, unless the counterclaims are recognised by declaratory judgment or are not disputed.


§ 6
Shipment, Passing of Risk







(1)
Unless expressly otherwise agreed upon, LLOYD shall be free to determine the appropriate means of transportation and to select the carrier at LLOYD’s reasonable discretion.

(2)
Shipment is carried out at LLOYD’s expense and the risk of the customer.

(3)
LLOYD shall only be obliged to properly and timely deliver the product to the carrier, and any transit times specified in the LLOYD B2B Portal shall only be nonbinding estimates.

(4)
LLOYD shall insure the product against the usual risks of transportation at its own costs and expense.


§ 7
Retention of Title


(1)
The goods shall remain LLOYD’s property until receipt of all payments in full (goods subject to retention of title).






(2)
The Customer is entitled to resell the goods subject to title retention in the ordinary course of business. However, the Customer transfers to LLOYD already now all claims to the amount of the final invoice amount (including VAT) of LLOYD’s claim, which result out of the resale against the Customer’s customers or third parties. Also after the assignment, the Customer remains entitled to collect the claim. The Customer is not allowed to make any arrangement with his customers that exclude or limit LLOYD's rights in any way or nullify the assignment in advance.

(3)
If the Customer acts contrary to the terms of the agreement, in particular in the event of a delay in payment, LLOYD is entitled to take the goods subject to title retention back or to demand an assignment of the Customer's claim for return against third parties. LLOYD’s demand to return the goods subject to title retention does not constitute a declaration of withdrawal, unless it is expressly declared. LLOYD is allowed to satisfy its claims out of the returned goods subject to title retention through private sale.

(4)
LLOYD will not collect the claims transferred to LLOYD and not revoke the Customer’s entitlement to collect the claims, unless the Customer will not fully comply with its payment obligations. However, in case the Customer will fail to meet its obligations under the contract, in particular is in defaults with its payment obligations, LLOYD is entitled to information regarding the transferred claims and the respective debtor. The Customer will inform its debtor about the transfer of the claim and hand out all relevant documents and provide all information, which are necessary for the enforcement of the claims.


§ 8
Warranty


(1)
The Customer is obliged to inspect the goods carefully and immediately upon receipt. The Customer shall send to LLOYD a written notification of any defects immediately, however, not later than 10 business days after receipt of the goods. Any defects that cannot be detected within such period, even upon careful examination, shall be reported to LLOYD in writing immediately upon their discovery.






(2)
Any customary or minor deviations with regard to quality, colour, material or design that cannot be avoided technically, cannot be complained about.

(3)
To the extent a defect of the goods is present LLOYD shall, at his option, be entitled to subsequent performance in the form of a remedy of the defect or substitute delivery. In the event of a remedy of the defect, LLOYD shall bear the expenses necessary for such remedy only up to the amount of the net purchase price. LLOYD shall be entitled to refuse subsequent performance in accordance with the legal provisions.

(4)
If LLOYD does not fulfil its obligation under sec. 8.3. or if the subsequent performance pursuant to the legal provisions fails, the Customer shall be entitled to rescind the agreement or to reduce the purchase price subject to the requirements of the legal provisions. In both cases LLOYD is entitled to issue a credit note. If the right of rescission is exercised, LLOYD shall be entitled vis-a-vis the Customer to exclude the return of the goods.

(5)
Any returns of goods require the prior written consent of LLOYD.

(6)
If the Customer wrongfully gave notice of a defect, LLOYD shall be entitled to require compensation for the expenses incurred in connection with the notice of defect.

(7)
The limitation period for claims based on defects shall be 24 months upon delivery of the product.


§ 9
Liability







(1)
Subject to the provisions in Section 9.2. LLOYD's statutory liability for damages shall be limited as follows:

(i)
LLOYD shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the contract in respect of damages caused by a slightly negligent breach of a material contractual obligation (i.e. a contractual duty the fulfilment of which is essential for the proper execution of the contract, the breach of which endangers the purpose of the contract and on the fulfilment of which the Customer regularly relies);

(ii)
LLOYD shall not be liable for damages caused by a slightly negligent breach of a nonmaterial contractual obligation.

(2)
The aforesaid limitation of liability shall not apply to any mandatory statutory liability (in particular to liability under the German Product Liability Act), liability for assuming a specific guarantee or liability for damages caused by wilful misconduct or gross negligence, or any kind of wilfully or negligently caused personal injuries.

(3)
To the extent LLOYD's liability is limited or excluded, the same shall apply in respect of any personal liability of LLOYD's legal representatives, employees and vicarious agents.


§ 10
Data Protection







(1)





LLOYD processes any personal data relating to the Customer, to the extent necessary for the purpose of the execution and implementation of the contractual relationship and as long as LLOYD is required to keep such data in accordance with applicable law.

(2)
LLOYD shall have the right to transfer personal data relating to the Customer to credit agencies, to the extent necessary for a credit check subject, however, to the Customer’s consent in each individual case. LLOYD shall neither make available any personal data of the Customer to other third parties without the express consent of the Customer, except to the extent that LLOYD is required to disclose any data pursuant to applicable law or the personal data are transferred to a company which processes these data only on behalf of LLOYD for the purpose to fulfil the contract between LLOYD and the Customer.

(3)
The Customer may at any time view, modify or delete his saved data under the button “Customer data” in its profile.


§11
Applicable law

Any contracts entered into between LLOYD and the Customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the United Nation Convention on the International Sale of Goods.


§ 12
Place of jurisdiction

The courts in Düsseldorf shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract.







§ 13





Conflict








In case of a conflict between the German and English version of this General Terms and Conditions, the German version shall prevail.

Status: October 2012

LLOYD Shoes GmbH
Hans-Hermann-Meyer-Str. 1
27232 SULINGEN
GERMANY