General terms and conditions

I. Preamble with GTC Table of Contents
1. The following GTC regulate the contractual relationships between the commercially acting

Winkels Interior Design Exhibition GmbH represented by
Benedikt Winkels and
Dominik Winkels

Boschstrasse 2 47533 Kleve

hereinafter referred to as ‘Winkels’
and customers.
We can be reached via the following contact details:

Tel: +49 (0)2821/72730
Fax: +49 (0)2821/727374 E-Mail: info@winkels-interior.de

2. The contractual language is German.

3. The GTC are split into three sections, using Roman numerals I-III, with the associated clauses as up- percase numerals and subclauses as lowercase numerals, as follows:
3.1. I Preamble with GTC Table of Contents
3.2. II General provisions for all goods or services

II General provisions for all goods or services
1. Definitions
1.1. A merchant (plural: merchants) is either the person who runs a commercial business or the per- son who has the name of their business entered in the commercial register.
1.2. A commercial enterprise is any business unless the nature or extent of the business does not re- quire the business to be set up in a commercial manner.
1.3. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when con- cluding a legal transaction, acts in a way that exercises their commercial or independent professional activity.
1.4. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to either their commercial or independent professional activity.
1.5. Means of distance communication are means of communication that can be used to initiate or conclude a contract without the simultaneous physical presence of the contracting parties, in particu- lar letters, catalogues, telephone calls, telecopies, e-mails, as well as broadcasting, teleservices and media services.

1.6. A distance contract within the meaning of these GTC is a contract for the supply of goods or the provision of services which is concluded between an entrepreneur and a consumer using means of distance communication exclusively, unless the contract is not concluded within the framework of a distribution or service system organised for distance selling.

1.7. The contractual text within the meaning of these GTC is the product description based on our website and the contents of the online order. The order confirmation we send via the online portal does not form the contractual text, and instead simply confirms receipt of the order.
1.8. Text form within the meaning of these GTC is the submission of a declaration of intent in a docu- ment or in another manner suitable for permanent reproduction in written characters, which names the person making the declaration and makes the conclusion of the declaration recognisable by name signature or otherwise.

1.9. ‘Durable data storage device’ means any device which allows the addressee to retain or store a statement addressed personally to them on the device in such a way that it is accessible to them for a period of time adequate for its purpose and is suitable for reproducing the statement without any changes.

1.10. Damages caused by a defect are any damages resulting from the fact that the object of pur- chase, as a result of a defect which can be remedied by supplementary performance, places the cus- tomer in a worse position than a non-defective object of purchase.
1.11. Consequential damages caused by a defect are damages which are not remedied by non-defec- tive supplementary performance and which the customer suffers to legal assets other than the object of purchase as a result of the defect which can be remedied by subsequent performance, particularly damage to body, property, possession and compensation obligations towards third parties.

2. Validity of these GTC
2.1. These GTC shall apply exclusively to all contracts, deliveries and other goods or services.
2.2 We do not recognise any conflicting or deviating terms and conditions.
2.3. If the customer is a merchant, they shall also apply to all future business relationships, even if they are not explicitly agreed again.
2.4. We are entitled to amend or supplement these GTC at any time. Customers have the right to ob- ject to such a change. If the objection is not made in text form within four weeks of receiving the noti- fication of change, then this shall take effect in accordance with the change. Customers will be in- formed in text form at the start of the period that the notification of change will be deemed to have been accepted if they do not object within four weeks.
2.5. If the customer exercises their right to object, Winkels shall have the right to continue the con- tract on the previous terms or to terminate the contract with a notice period of one month to the end of the month.

3. Conclusion of the contract/storage of the text of the contract and the GTC/statement of work/una- vailability
3.1. Incidentally
3.1.1. The advertisement of our goods or services represents a non-binding invitation for customers to submit an offer without obligation.

3.1.2. Customers may make an offer verbally, in writing, in text form or through a conclusive conduct. 3.1.3. The contractual text and these GTC will be stored.
3.2. Illustrations, drawings, dimensions, quality specifications, weights and colours are approximate values standard in the industry. We reserve the right to make standard deviations and technical changes as well as changes in shape and/or colour and/or quality and/or weight if the change or devi- ation is reasonable for the customer, taking our interests into account.

3.3. The conclusion of the contract is subject to the reservation not to deliver or to only partially de- liver in the event of incorrect or improper self-delivery. This shall only apply in the event that Winkels Interior Design Exhibition GmbH is not responsible for non-delivery and Winkels Interior Design Exhi- bition GmbH has concluded a specific cover transaction with its supplier.

3.4. In the event of non-availability or only partial availability of the goods, the customer will be in- formed immediately and any consideration already paid will be refunded without delay.

4. Goods or services, guaranteed features and guarantees
4.1. Winkels shall owe performance in accordance with the state-of-the-art level standard in the in- dustry at the time the contract is respectively concluded.
The performance details and components result (in the following descending order) from the agree- ments made in the contract:
the relevant statement of work;
the relevant special performance conditions;
the relevant price list;
the relevant special provisions of these GTC; and
the general provisions of these GTC.
4.2. Unless otherwise agreed, we owe goods or services as individual goods or services to be provided and invoiced separately from one other.
4.3. If specially described features are assigned to products, these features represent a statement of work which is not to be understood in the sense of a guaranteed feature or a quality or durability guarantee. Corresponding features are not guaranteed and corresponding guarantees are not agreed.

5. Reservation of the right of modification
5.1. We have the right to change or deviate from the promised goods or services if the change or de- viation is reasonable for the customer, taking our interests into account.
5.2. The change or deviation is reasonable if the customer is not placed in a worse or better position or if there is no significant deviation from performance.

6. Reservation of the right to rescind
6.1. Winkels shall be entitled to withdraw from the contract by rescission or termination if this is ob- jectively justified; insofar as continuing obligations are concerned, Winkels shall be entitled to ordi- nary termination even without objective justification. The right to extraordinary termination shall also remain unaffected.
6.2. Winkels shall be entitled to withdraw from parts of its obligation to perform by rescission or ter- mination if this is objectively justified; insofar as continuing obligations are concerned, Winkels shall be entitled to ordinary termination even without objective justification. The right to extraordinary ter- mination shall also remain unaffected.
6.3. The amendment or deviation is objectively justified in any event:
6.3.1. if the customer breaches their duties of care with respect to goods delivered under retention of title;
6.3.2. if the customer makes false statements about creditworthiness;
6.3.3. in the event of impossibility, force majeure, strike and natural disasters; and
6.3.4. in the event of breaches of duty by customers, insofar as the customer has been granted a rea- sonable grace period to perform the duty.

7. Delivery dates/partial delivery/delivery periods/risk assumption
7.1. Delivery dates specified by the customer in their order must be confirmed by us in order to be valid.
7.2. Partial deliveries are permissible insofar as they are reasonable for the customer.

7.3. The commencement of the delivery period stated by us presupposes that the customer provides all information, documents and items to be provided by them as agreed. The delivery period shall be deemed to have been met if the delivery item has left our works or our warehouse by the time the period comes to an end or if we have notified the customer that the delivery item is ready for dis- patch.

7.4. The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lockouts or official requirements or orders, and in the event of unforeseen obstacles which are beyond our control occurring, insofar as such obstacles de- monstrably have a considerable influence on the completion or delivery of the item to be delivered. This shall also apply if the circumstances occur during delivery.

7.5. The risk of accidental loss and accidental deterioration of the items to be delivered shall pass to the customer upon handover to the forwarding agent, the carrier or the persons otherwise desig- nated to fulfil the shipment. Handover is effective if the customer is in default of acceptance. Further- more, the risk for items to be delivered shall pass to the customer upon receipt of the notification that the item is ready for dispatch.

7.6. In the absence of an explicit agreement to the contrary, the transport route, type and means of shipment shall be at our discretion, without any guarantee of the fastest and cheapest mode of trans- portation. The customer’s interests are appropriately taken into account. On request, and at the cus- tomer’s expense, we will insure the goods to be delivered against theft, breakage, transport, frost, fire and water damage as well as other risks to be named by the customer, insofar as this is possible.

7.7. If dispatch is delayed at the customer’s request, we shall charge the costs incurred for storage, starting one month after notification of the item being ready for dispatch.

8. Prices
8.1. All prices are net, without taking into account any discounts agreed with the customer, any cash discounts or other reductions, and are in euros from the loading station of Winkels Interior Design Ex- hibition GmbH, plus any applicable VAT.
8.2. Any discounts or freight reimbursements granted are cancelled in the event of judicial or out-of- court settlement proceedings, insolvency or if the customer defaults on payment for more than 2 months.
8.3. Packaging, freight and insurance will be charged separately.
8.4. If there is a contractual obligation which is not a continuing obligation, we shall be entitled to change the prices if there have been any cost reductions or cost increases since the contract was con- cluded. If there is a price increase, this shall not apply if performance by us takes place within four months of the contract being concluded.
8.5. Payments in currencies other than euro will be converted based on the official exchange rate, or in the absence thereof, based on the market rate on the day it is credited into our account. The cus- tomer shall bear any conversion costs and the credit note in euros.
8.6. Payments by the customer shall first be credited against the debt owed; if several debts are owed, payment shall be made against the debt which offers us the lower security; if there are several debts of equal security, payment shall be made against the debt which is more onerous for the cus- tomer; if there are several debts that are equally onerous, payment shall be made against the older debt; and, if there are debts of equal age, payment shall be made against each debt proportionately. If costs and interest have already been incurred, payment shall first be made against costs, then against the interest and finally against the main good or service.
8.7. Cheques shall only be accepted by special agreement and only on account of performance, where all collection and discount charges are charged. Payment shall not be deemed to have been made un- til the cheque has been cashed or the amount of the cheque or bill of exchange has been credited without reservation and in a final way.

8.8. If the customer culpably falls into arrears with payment, we shall be entitled to demand payment of the entire debt amount remaining. In this case, we shall also be entitled to demand security to the extent of the receivable the customer is culpably in arrears with. The customer has the right to choose the type of security pursuant to Section 232 of the German Civil Code (Bürgerliches Ge- setzbuch, BGB). We shall also have the same right to demand security if it becomes apparent to us after concluding the contract that the customer is not creditworthy or if the customer has made false statements about their credit rating before or at the time of the contract being concluded. If the cus- tomer does not provide security on request, we may withdraw from the contract.

9. Insurance and packaging, freight and delivery costs
9.1. Nationally:
9.1.1. Winkels shall insure goods for transportation.
9.1.2. Packaging and insurance costs shall be borne by the customer.
9.1.3. Delivery shall be ex works, unless otherwise agreed or provided for in these GTC.
9.2. Delivery shall be ex works, unless otherwise agreed or provided for in these GTC.
9.3. In the case of an export, supplementary freight and delivery costs, minimum order and payment conditions shall apply in accordance with Winkels’ current freight and delivery cost table, which the customer can look up before placing an order.

10. General duties of cooperation
10.1. The customer shall provide Winkels with all information and documents required from them. 10.2. If, despite being requested to do so by Winkels, the customer does not comply with their duties of cooperation, does not comply on time or does not comply with them in full and if the customer is responsible for this,
10.2.1. Winkels may submit an offer to provide these goods or services itself in place of the customer; 10.2.2. the dates and deadlines affected by the delay shall be appropriately postponed if and to the extent that they cannot be met due to the delay; and
10.2.3. if applicable, any claims by Winkels for compensation and/or the right to terminate or with- draw from the contract, shall remain unaffected.
10.3. Unless otherwise stipulated, special duties of cooperation shall also arise from the special con- tractual terms and conditions in addition to the above provisions.

11. Terms of payment
11.1. Winkels shall deliver against advance payment, invoice or cash on delivery.
11.2. Unless otherwise agreed, Winkels shall deliver against advance payment.
11.3. Invoices are payable without deduction no later than 30 days after the invoice date. Accordingly, Winkels shall be entitled to payment of a one-off fixed reminder fee in the amount of €40.00 if a re- minder is sent.

12. Invoicing
12.1. In accordance with Section 14 of the Value Added Tax Act (Umsatzsteuergesetz, UStG), invoices may be transmitted electronically, subject to the recipient’s consent.
12.2. Winkels shall be entitled to send invoices as PDF invoices by e-mail (electronic invoice dispatch).

13. Credit assessment and provision of security
13.1. If, before or after the contract is concluded, there are justified doubts as to the customer’s cre- ditworthiness, because it can be expected, on the basis of the information obtained in accordance with the following subclause, that the enforcement of receivables against the customer will involve considerable difficulties, particularly because the customer is in arrears with obligations from other (existing or previous) contracts or such contracts have not been executed in accordance with the con- tract or there are comparable cases of such behaviour, Winkels shall be entitled to demand the provi- sion of adequate security in the form of an interest-bearing deposit or a directly enforceable guaran- tee from a credit institution based in the EU or to restrict access to its goods or services to the extent that the customer does not provide the security or does not provide it in an adequate amount or if such security does not offer adequate protection against bad debts (e.g. if the customer has given an affidavit or has not complied with a request to provide one), or there is another serious reason, e.g. the customer has provided inaccurate information or there is reasonable suspicion that the customer is using or intending to use the goods or services improperly. Any security provided shall be released after termination of the contractual relationship, if the customer has settled all of Winkels’ receiva- bles.
13.2. Winkels shall be entitled to offset the security deposit against such receivables not settled by the customer despite them being due and having received a reminder.
13.3. Winkels shall return the security deposit if the above-mentioned terms and conditions no longer apply.
13.4. Furthermore, Winkels may also refuse to conclude a contract due to an insufficient credit rating.

14. Credit agencies/SCHUFA/CEG/BÜRGEL
14.1. Winkels shall be entitled to obtain information from credit agencies within the scope of the credit assessment. Winkels shall furthermore be entitled to transmit to the credit agencies the cus- tomer’s data required for collection purposes because of a non-contractual settlement (e.g. applica- tion for a default summons in the case of an undisputed receivable, enforcement order issued, com- pulsory enforcement measures). If a credit agency accrues such data from other customer relation- ships during the customer relationship, Winkels may also receive information about this. The respec- tive data transmission and storage shall take place within the framework of data protection regula- tions and only insofar as this is necessary to protect the legitimate interests of Winkels, a contractual partner of the credit agency or the general public and the customer’s compelling legitimate interests are not impaired thereby.
14.2. If consent has been given to obtain information from SCHUFA, CEG, Creditreform or BÜRGEL, this consent shall have the following scope:
“I/we consent to Winkels transmitting data to SCHUFA HOLDING AG, Kormoranweg 5, 65201 Wiesba- den (SCHUFA), and/or to CEG Creditreform Consumer GmbH, Hellersbergstraße 14, 41460 Neuss (CEG), and/or to BÜRGEL Wirtschaftsinformationen GmbH & Co. KG, Postfach 500166, 22701 Ham- burg, or to any other credit agency with respect to the application, commencement and termination of this contract, and receiving information about me/us from SCHUFA/CEG/BÜRGEL. Regardless of this, Winkels will also transmit data to SCHUFA/CEG/BÜRGEL because of non-contractual behaviour (e.g. notice of termination due to a payment default, application for a default summons in the case of an undisputed receivable and compulsory enforcement measures). According to the Federal Data Pro- tection Act (Bundesdatenschutzgesetz), these reports may only be made insofar as this is permissible after balancing all of the interests involved. SCHUFA/CEG/BÜRGEL stores and transmits the data to its contractual partners in the European internal market in order to provide them with information to assess the creditworthiness of natural persons. SCHUFA/CEG/BÜRGEL’s contractual partners are pri- marily credit institutions, credit card companies and leasing companies.
In addition, SCHUFA/CEG/BÜRGEL provides information to commercial, telecommunications and other companies that provide goods or services against credit. SCHUFA/CEG/BÜRGEL will only provide personal data if a legitimate interest in this has been credibly demonstrated in the individual case.

SCHUFA/CEG/BÜRGEL shall disclose address data for the purpose of determining debtors. When providing information, SCHUFA/CEG/BÜRGEL may also provide its contractual partners with a proba- bility value calculated using its database in order to assess the credit risk (score procedure).
I/we may obtain information from SCHUFA/CEG/BÜRGEL concerning the data stored concerning me/us (SCHUFA HOLDING AG, Kormoranweg 5, 65201 Wiesbaden, www.schufa.de; CEG Creditreform Consumer GmbH, Hellersbergstraße 14, 41460 Neuss, www.cegplus.de; BÜRGEL Wirtschaftsinfor- mationen GmbH & Co. KG, Postfach500166, 22701 Hamburg).”

15. Liens, retention of title, property rights
15.1. We retain title to the goods vis-à-vis our customers until all receivables arising from the current business relationship have been settled in full. If we agree to payment of the purchase price debt us- ing the cheque—bill of exchange—procedure with the customer, retention also extends to the re- demption of the bill of exchange accepted by us by the customer and does not expire as a result of the cheque received by us being credited.
15.2. We are obliged to release the securities to which we are entitled at the customer’s request inso- far as the realisable value of our securities exceeds the receivables to be secured by more than 20%; the choice of securities to be released is at our discretion.
15.3. Transfer of the item subject to the retention of title or our ownership by way of security to a place other than the place of delivery or a sale is prohibited without our explicit consent. At our re- quest, the customer is obliged to mark these items in a clearly visible place with a sign or label indicat- ing our ownership. The customer is also obliged to inform us immediately of any access by third par- ties to the goods, for example in the event of seizure or any damage, or of the destruction of the goods. Furthermore, they shall be obliged to take all other measures that may be necessary under the law that applies where the goods subject to retention of title or in our ownership by way of security are located in order to maintain our ownership without restriction, including with effect against third parties. If the third party is not in a position to reimburse us for the extrajudicial and judicial costs of a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (Zivilprozessordnung, ZPO) or similar foreign legal remedies, the customer shall be liable any losses we incur. The customer shall no- tify us of any change of possession of the goods and any change of their domicile or place of business without undue delay.
15.4. The customer is obliged to treat the goods subject to retention of title or which are our property by way of security, with care, to insure them adequately against theft, breakage, fire and water and, at our request, to submit an application to the insurer for confirmation of security in our favour and, at our request, to assign to us the claims against the insurer and the damaging party. If care, mainte- nance and inspection work is required, the customer must carry this out in good time at their own ex- pense. The customer shall comply with the laws and regulations applicable to the ownership and use of the goods. If the customer fails to comply with the insurance obligation even after we have set a reasonable deadline, we shall be entitled to insure the goods delivered under retention of title ac- cordingly and at the customer’s expense. Furthermore, the customer shall bear the risk of accidental loss of the goods for the duration for which retention of title applies.

15.5. The customer hereby assigns all claims arising from the resale or any other legal grounds with respect to the delivered goods subject to retention of title or the goods in our ownership by way of security in the amount of the final invoice amount (including VAT) of our receivables including all an- cillary rights with priority over their other claims which accrue to them from the resale to the pur- chaser or for any other legal reason against third parties. This shall apply irrespective of whether the delivered goods have been resold without or after processing, mixing or blending. We hereby accept the assignments. After the assignment, the customer is entitled to collect the receivable irrespective of our own authority. However, we are obliged to not collect the receivable ourselves insofar as the customer duly meets their payment obligations and is not in default of payment and, in particular, no application has been made to open insolvency or composition proceedings against their assets or the customer stops making payments. However, if this is the case, we may demand that the customer no- tifies us of the assigned receivables and their debtors, hands over all documentation required for col- lection and notifies the debtors or third parties of the assignment.

15.6. The processing of goods subject to retention of title or goods which are our property by way of security by the customer shall always be carried out in our name and on our behalf, without any liabil- ities arising for us as a result of this. If processing is carried out for items that do not belong to the customer, we shall acquire co-ownership of the new item in the ratio of the value of the goods deliv- ered by us (final invoice amount plus VAT) to the other processed items at the time of processing. In all other respects, the same provisions that apply to the delivered purchased item under reservation shall also apply to the new item. This also applies if the customer acquires sole ownership through ac- tivities based on clause 2. Safeguarding for us is free of charge. If the purchased item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods delivered for us (final invoice amount plus VAT) to the other mixed items at the time of mixing. If mixing takes place in such a way that the customer’s item is to be re- garded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro-rata basis. The customer shall hold sole ownership or co-ownership created in safe custody for us free of charge.

15.7. If the customer acts in a way that is in breach of contract, particularly in the event of payment default, we shall be entitled, after setting a reasonable deadline, to take back or demand the return of the items delivered. Taking the purchased item back, including by way of seizure, and demanding sur- render, shall constitute a withdrawal from the contract. We shall be entitled to resell the purchased item after it is returned; the proceeds of the sale shall be offset against the customer’s liabilities less reasonable costs of sale.

15.8. During normal business hours, our representatives are entitled to inspect the delivered goods subject to retention of title or the goods which are our property by way of security at the customer’s premises and may mark them as our property.
15.9. We may charge an appropriate fee within the scope of Section 315 of the BGB for all goods or services and measures in connection with the provision, administration, release and realisation of col- lateral and in connection with the utilisation of co-obligated parties. In addition, the customer shall bear all other expenses and ancillary costs incurred in this regard, particularly storage fees, storage costs, costs of supervision, any agent commissions and legal costs.

16. Damages for non-performance
16.1. Insofar as Winkels is entitled to a claim for damages against the customer in the event of com- plete or partial non-performance of the contract by the customer, Winkels shall be entitled to claim at least 25% of the purchase price attributable to the goods not delivered as a contractual penalty. The customer is at liberty to prove that less damage was actually suffered. The customer is explicitly per- mitted to prove that no damage or reduction in value has occurred at all or that it is significantly lower than the fixed amount. We are allowed to prove that higher damage occurred.

16.2. If Winkels takes back the goods for reasons for which the customer is responsible, Winkels re- serves the right to claim reconditioning costs and a reduction in value, without prejudice to the asser- tion of further claims for compensation.

17. Default
17.1. In the event of default, the customer may set Winkels a reasonable deadline for performance in text form as a minimum requirement. A deadline is reasonable if it is at least 3 weeks. After this dead- line passes, the customer may withdraw from the contract in whole or in part.
17.2. The customer shall be obliged to declare, at Winkels’ request, whether they will withdraw from the contract due to the performance default or whether they will insist on performance. Such a re- quest shall be made during the period referred to in the first sentence of the first subclause of this section (‘Default’), and with reasonable notice, before the deadline passes. Winkels shall remain enti- tled to performance until it receives a reply.
The following subclauses of this clause (‘Default’) remain unaffected by this.
17.3. If the customer claims damages instead of performance and if the contract does not provide for a date for the end of a transfer period, the obligation to pay shall be limited to twice the monthly re- muneration for the product concerned.
17.3.1. The claim for performance is excluded as soon as the customer has demanded compensation instead of performance.
17.3.2. If the contract provides for a date for the end of a transfer period, the claim for damages shall be limited to 8% of the total remuneration for the product concerned.
17.4. Customer claims for compensation of lost profit are excluded.
Limitations of liability shall not apply if damages resulting from injury to life, limb or health or claims under the Product Liability Act (Produkthaftungsgesetz) are affected or guarantees are involved. Fur- thermore, liability for the breach of obligations, where fulfilment is a prerequisite for the proper exe- cution of the contract and on the observance of which the customer may regularly rely, shall remain unaffected. The same shall apply to breaches of duty by Winkel’s vicarious agents.
17.5. Product-specific provisions are also contained in the special provisions for special goods or ser- vices. They shall apply in addition to and, in the event of any conflict, shall take precedence over, the provisions of these General Terms and Conditions.
17.6. Insofar as liability is not excluded or if it transpires that exclusion is not permitted by law, liability is limited to foreseeable damage typical for the contract.

18. Defect classification/classification procedure/customer involvement
18.1. Unless otherwise agreed, a distinction is made between the following four classes within the scope of warranty and service:
18.1.1. A defect that prevents operation exists if use of the respective good or service is impossible or severely restricted.
18.1.2. A defect that hinders operation exists if use of the respective good or service is significantly restricted. A defect that hinders operation also exists if slight defects as a whole result in a considera- ble restriction in the use of all individual goods or services.
18.1.3. A slight defect exists if use of the respective good or service is possible with slight restrictions. 18.1.4. There is no defect, but there are still slight restrictions that hinder or prevent operation.
18.2. Winkels shall decide on the classification of the restrictions as defects that prevent operation, defects that hinder operation and slight defects or no defects, taking due account of the customer’s opinion.

19. Obligation to give notice of defects
19.1. If the purchase is a commercial transaction for both contracting parties, the buyer shall inspect the goods immediately following delivery by the seller, insofar as this is feasible in the ordinary course of business, and, if a defect becomes apparent, shall notify the seller without delay.
19.2. If the buyer fails to give notice to us, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection.
19.3. If such a defect becomes apparent at a later date, notice must be given immediately after dis- covery. Otherwise, the goods shall be deemed to have been approved despite this defect.
19.4 If we have fraudulently concealed the defect, we shall not be entitled to invoke these provisions.

20. Liability for defects/limitation period
20.1. In principle, there is a statutory warranty right unless otherwise stipulated.
20.2. If the delivered item is not of the quality agreed between the customer and us or if it is not suit- able for the intended use based on our contract or if it is not suitable for typical use and has a quality which is usual for items of the same type and which the customer can expect based on the type of item or if it does not have the qualities which the customer could expect based on public statements we have made, we are obliged to provide supplementary performance.
20.3. Any insignificant defects or reductions in suitability are irrelevant. Defects and consequential damage caused by improper use or handling of the goods by the customer are also not covered by warranty rights. The same applies to excessive use, i.e. use that is not in line with the contract, with respect to parts that exhibit wear and tear.
20.4. Supplementary performance shall be effected vis-à-vis entrepreneurs at our discretion by reme- dying the defect (repair) or by delivering new goods vis-à-vis consumers at their discretion.
20.5. We may refuse supplementary performance without prejudice to Section 275 (2) and (3) of the BGB if it is only possible at disproportionate cost.
20.6. Customers may only assert claims for damages due to a defect if supplementary performance has failed. This shall not affect their right to assert further claims for damages in accordance with the ‘Liability’ section.
20.7. For entrepreneurs, the limitation period for new goods is one year from transfer of risk; for used goods, liability for defects is excluded. This does not apply to claims for damages and reimbursement of expenses due to defects in accordance with the ‘Liability’ section. The limitation period shall also remain unaffected in the event of a delivery recourse pursuant to Sections 445 a and 478 of the BGB. This shall be five years from the date on which the defective item is delivered.

21. Liability
21.1. We exclude our liability for slightly negligent breaches of duty, unless damages resulting from injury to life, limb or health or claims under the Product Liability Act are affected or guarantees are involved. Furthermore, liability for the breach of obligations, where fulfilment is a prerequisite for the proper execution of the contract and on the observance of which the customer may regularly rely, shall remain unaffected (essential contractual obligations).
21.2. In the case of damage to property and financial loss caused by negligence, we shall only be liable in the event of a breach of a material contractual obligation, however this is limited in amount to the damage foreseeable at the time the contract is concluded which would be typical for the contract. 21.3. The same applies to breaches of duty by our vicarious agents.

22. Other liability
22.1. Liability is conclusively regulated for default under the heading ‘Default’ and for liability for de- fects under the heading ‘Liability for defects’.
22.2. In all other respects, Winkels shall be liable for damages for which it is responsible as follows: 22.2.1. for property damage, up to EUR 100,000 per contract;

22.2.2. liability for financial losses is limited to EUR 100,000 per contract; and
22.2.3. claims for lost profit are excluded.
Limitations of liability shall not apply if damages resulting from injury to life, limb or health or claims under the Product Liability Act (Produkthaftungsgesetz) are affected or guarantees are involved. Fur- thermore, liability for the breach of obligations, where fulfilment is a prerequisite for the proper exe- cution of the contract and on the observance of which the customer may regularly rely, shall remain unaffected. The same shall apply to breaches of duty by Winkel’s vicarious agents.
22.3. In the case of damage to property and financial loss caused by negligence, we shall only be liable in the event of a breach of a material contractual obligation, however this is limited in amount to the damage foreseeable at the time the contract is concluded which would be typical for the contract.

23. Ban on offsetting
The entrepreneur is not entitled to offset their own claims against our claims for payment unless the receivables are based on the same contractual relationship or they are undisputed or have been es- tablished by law.

24. Right of retention
The entrepreneur is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

25. Severability clause (partial invalidity)
Should one of the provisions be invalid, this shall not affect the validity of the remaining provisions.

26. Applicable law, place of jurisdiction and ancillary agreements
26.1. The contract, including these GTC, is subject to the substantive law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG, Vienna Convention) shall not apply. This choice of law shall not apply if the con- sumer is thereby deprived of mandatory provisions of the law of the country in which they have their habitual residence.
26.2. In the event of legal disputes, our registered office shall be the place of jurisdiction if
26.2.1. the customer is a merchant; or
26.2.2. the customer has no general place of jurisdiction in the territory of the Federal Republic of Germany; or
26.2.3. the customer is a legal entity under public law.
26.3. We are also entitled to take legal action at any other place of jurisdiction provided for by law. 26.4. No ancillary agreements have been made.

Storage and insurance conditions

Exhibition stand materials owned by the customer and stored by us are protected against the usual risks of fire, storm/hail, flooding, burglary and unidentified dangers, as well as mains water damage. The insurance covers the reinstatement value. If we store exhibits, samples or models exceeding the market value, then these are not covered by the insurance. We accept no liability for exhibits, sam- ples or models that we store.

Exhibition and transport insurance

Exhibition goods that we take care of on behalf of the customer are insured against the following risks during transport both ways, assembly and disassembly and for the duration of the event:

loss due to a transport accident, fire, lightening, explosion, theft and robbery. Normal breakages and glass damage are not insured. The insurance cover is based on a deductible of €2,500 per claim at the expense of the injured party.

Exhibits, samples and models are excluded from the insurance and must be insured personally by the exhibitor/customer. We accept no liability for these exhibits, samples or models in our care.

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