General Terms and Conditions (GTC)

ZwoaStein Operations GmbH

General Terms and Conditions (GTC) – ZwoaStein Operations GmbH – B2B Online Shop and Written Orders

Version: 12/22/2025

1. Scope of Application

1.1 These GTC apply to all contracts for the delivery of goods concluded between the seller and exclusively commercial buyers – in particular companies, self-employed entrepreneurs, associations, federations, gastronomy and event businesses, as well as other legal entities under private and public law.

1.2 Consumers as defined in § 13 BGB will not be supplied. Therefore, there is no right of withdrawal according to §§ 312 ff. BGB.

1.3 Conflicting, deviating, or supplementary general terms and conditions of the buyer will only become part of the contract if the seller expressly agrees to their validity in writing.

1.4 Individual agreements with the buyer (including framework and pre-order agreements) take precedence over these GTC.

2. Conclusion of Contract in the Online Shop

2.1 The goods and prices displayed in the seller's online shop do not constitute a binding offer, but are an invitation for the buyer to make an offer.

2.2 The buyer makes a binding offer by placing the selected goods in the shopping cart, completing the electronic ordering process, and clicking the order button, or by submitting an order via email, phone, or in writing.

2.3 The contract is concluded upon acceptance by the seller. Acceptance occurs within five business days through (a) written or textual order confirmation (email), (b) delivery of the goods, or (c) request for payment. The first occurring time is decisive.

2.4 The contract text will be stored by the seller after the conclusion of the contract and transmitted to the buyer in text form (e.g., via email). If the buyer has created a customer account, order data can be viewed there.

2.5 Before placing the order, the buyer can recognize and correct input errors; the usual browser and form functions (e.g., back button, change fields) as well as the browser's zoom function are available for this purpose.

2.6 The German and English languages are available for the conclusion of the contract. The language of the order is decisive.

3. Prices, Additional Costs, and Payment Terms

3.1 All prices are net in euros plus the statutory value-added tax.

3.2 Unless otherwise stated in the product description, the buyer is responsible for any delivery and shipping costs; these will be indicated during the ordering process.

3.3 For deliveries to countries outside the EU, additional costs may apply (e.g., bank fees, exchange rate costs, customs duties, import VAT), which are to be borne by the buyer.

3.4 Payments are due within 21 days of the invoice date without deduction. If payment is made within 7 days, the seller grants a 3% discount, and if payment is made within 14 days, a 2% discount, provided there are no older claims outstanding.

3.5 In the event of payment default, default interest of 9 percentage points above the base interest rate (§ 288 para. 2 BGB) applies. Further default damages remain reserved.

3.6 The buyer is only entitled to set-off and retention rights if their counterclaims have been legally established, are undisputed, or are ready for decision.

4. Delivery, Delivery Deadlines, Transfer of Risk, and Force Majeure

4.1 Deliveries are generally made based on binding pre-orders or the orders confirmed in the online shop.

4.2 Partial deliveries are permissible as long as they are reasonable for the buyer; they will be invoiced separately.

4.3 Delivery dates are considered met if the goods have been handed over to the carrier/freight forwarder in a timely manner.

4.4 The risk of accidental loss and accidental deterioration passes to the buyer upon handover of the goods to the carrier/freight forwarder or to any other person designated for shipment (shipment purchase) in transactions with entrepreneurs.

4.5 Events of force majeure (e.g., natural events, strikes, governmental measures, energy and raw material shortages, transport disruptions, embargoes, pandemics) extend delivery deadlines by the duration of the disruption as well as a reasonable start-up time. The seller will inform the buyer immediately.

4.6 Self-pickup is possible after prior arrangement; in this case, no shipping costs will be incurred.

5. Retention of Title

5.1 The seller retains ownership of the delivered goods until all claims from the ongoing business relationship have been fully paid (extended retention of title).

5.2 The buyer is entitled to resell the reserved goods in the ordinary course of business. The buyer assigns all claims from the resale of the reserved goods to the seller in advance for the amount of the invoice (including sales tax). The buyer remains authorized to collect the claims as long as he fulfills his payment obligations and no application for the opening of insolvency proceedings has been filed.

6. Warranty, Inspection and Notification Obligations

6.1 The statutory rights for defects apply. Deviating from this, the limitation period for claims for defects for new goods is 12 months from delivery. For used goods, claims for defects are excluded unless otherwise mandated by law.

6.2 The buyer is a merchant within the meaning of the HGB and must inspect the goods immediately after delivery and notify any recognizable defects as well as quantity or quality deviations in writing without delay in accordance with § 377 HGB. Hidden defects must be reported immediately upon discovery.

6.3 In the case of a justified and timely notification of defects, the seller will, at his discretion, provide subsequent performance through replacement delivery or credit. The limitation period does not restart with a replacement delivery.

6.4 Exceptions to the limitations of liability and shortening of deadlines apply to items that are used for a construction project according to their usual purpose and have caused its defects, as well as in cases of intent.

7. Returns and Exchanges

7.1 Returns will only be accepted with prior written consent (RMA). Unauthorized returns may be refused at the buyer's expense.

7.2 Seasonal and promotional goods (e.g., Oktoberfest items) are excluded from return and exchange unless there is an acknowledged defect.

7.3 Returns must be made in original packaging and delivered free of charge, unless otherwise agreed in writing.

8. Liability

8.1 The seller is liable without limitation in cases of intent and gross negligence, in the event of injury to life, body, or health, as well as under mandatory regulations (especially the Product Liability Act).

8.2 In cases of simple negligence, the seller is only liable for the violation of essential contractual obligations (cardinal duties) and only for the typical, foreseeable damage.

8.3 Liability for indirect damages, lost profits, and other financial losses is excluded unless mandatory regulations provide otherwise.

8.4 The above provisions also apply to the legal representatives and agents of the seller.

9. Insolvency; Assignment; Export Control

9.1 If it becomes apparent after the conclusion of the contract that the seller's claim for payment is at risk due to the buyer's lack of performance capability, the seller may refuse delivery until the buyer provides security (§ 321 BGB).

9.2 The buyer may only assign claims against the seller with prior written consent.

9.3 The buyer must comply with all relevant export, customs, and sanctions regulations; the seller may refuse performance if legal export or sanctions regulations are violated.

10. Data Protection and Electronic Communication

10.1 The seller processes personal data of the buyer for contract processing in accordance with the privacy policy on the website.

10.2 Communication takes place regularly via email and through automated ordering processes. The buyer must ensure that the email address provided is correct and that emails from the seller can be delivered.

11. Applicable Law, Place of Performance, and Jurisdiction

11.1 German law applies, excluding the UN Sales Convention (CISG).

11.2 The place of performance for deliveries and payments is the seller's registered office, currently in Gerlingen.

11.3 The exclusive jurisdiction for all disputes arising from and in connection with this contract is – to the extent legally permissible – the seller's registered office (Gerlingen). The seller is entitled to also hold the buyer accountable at their general place of jurisdiction.

12. Alternative Dispute Resolution

12.1 The seller is neither obligated nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

12.2 The EU platform for online dispute resolution (ODR) is designed for consumers and does not apply to these B2B contractual relationships.

13. Final Provisions

13.1 Changes or additions to these terms and conditions require written form; individual agreements remain unaffected.

13.2 Should individual provisions be or become ineffective, the validity of the remaining provisions shall remain unaffected. Instead of the ineffective provision, the statutory regulation shall apply.