General Terms and Conditions (GTC) for Business Customers (Effective as of May 1, 2020)

I. Scope of Application, Rejection of Your Terms and Conditions, Amendments to These Terms and Conditions, Contract Language

1. These General Terms and Conditions (GTC) apply to and form an integral part of the contracts concluded between you and us, Chairmarkt AG, Auerstr. 59, 86156 Augsburg, via our online store www.gamechair.gg.
2. These GTC apply only if you are acting as a business operator within the meaning of Section 14(1) of the German Civil Code (BGB). Section 14(1) BGB states: A business operator is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the course of its commercial or independent professional activity.
3. If you are a consumer within the meaning of Section 13 of the German Civil Code (BGB), we are not prepared to agree to these Terms and Conditions with you; in this case, our Terms and Conditions for Consumers shall form part of the contract. Section 13 of the German Civil Code (BGB) states: A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor to their independent professional activity.
4. If you merely claim to be a consumer but are acting as a business, these General Terms and Conditions for Business Customers shall apply to you.
5. We generally ship within the Federal Republic of Germany; please refer to our shipping terms for information on where else we ship and under what conditions.
6. If you use your own General Terms and Conditions, we hereby reject their application to the extent that they conflict with these, our General Terms and Conditions. Your General Terms and Conditions shall apply only if and to the extent that we have expressly consented to them in writing in advance.
7. The language available for the conclusion of the contract is exclusively German. Translations of these Terms and Conditions or of contracts concluded with us into other languages are provided for your information only; in cases of doubt, the Terms and Conditions and contracts in German shall be deemed binding.

II. Conclusion of the Contract

1. The presentation of the goods in our online store does not constitute a legally binding offer from us, Chairmarkt AG. Rather, our presentation constitutes an invitation to you (invitatio ad offerendum) to place an order with us.
2. By clicking the “Place Order” button during the ordering process, you are submitting a binding offer to purchase the goods displayed in the order summary.
3. Immediately after submitting your order, you will receive an order confirmation from us; however, this does not yet constitute our acceptance of your offer to enter into a contract. We will only accept your offer—and a contract between you and us will only be formed—once we have accepted your order via a separate email or have dispatched the goods.

III. Storage of the Contract Text

The terms of the contract, including details specifically regarding

• the ordered goods,
• the prices of the goods,
• delivery times, and
• these Terms and Conditions

will be sent to you via email upon our acceptance of your offer (Section II, Paragraph 3 of these Terms and Conditions). We are not obligated to store the terms of the contract sent to you via email in the exact form in which we sent them to you. If you wish to retain the terms of the contract permanently, we recommend that you either print them out or save them permanently in another suitable manner.

IV. Processing, Use, and Deletion of Your Data

1. We collect and process your personal data when you provide it to us
   1. when you open your customer account or
   2. to fulfill a contract.
      You can see which data is collected and whether its entry is required or optional and voluntary from the respective input form.

2. By clicking the “Place Order with Payment” button during the ordering process, you are submitting a binding offer to purchase the goods displayed in the order summary.
3. If you receive an order confirmation from us after submitting your order, this does not yet constitute acceptance of your contract offer. We do not accept your offer—and a contract between you and us is not formed—until we accept your order via a separate email or ship the goods.
4. If you have subscribed to our newsletter, we will regularly send you information about our offerings. By subscribing, you grant us your consent to use the data you have provided for advertising purposes, and we will use this data exclusively for sending you promotional communications. You may revoke your consent at any time—simply send us a message. In this case, you will be immediately removed from our newsletter distribution list. In all other respects, paragraph 2 applies accordingly.
5. If we obtained your email address when you placed an order without you having explicitly subscribed to our newsletter, you will not receive any promotional information from us—we respect your privacy!
6. In all other respects, our Privacy Policy applies.

V. Terms of Payment

1. The purchase price is due immediately upon placing your order.
2. Please note that, depending on the payment method you select, we may involve banks and/or financial service providers to whom we transmit or are required to transmit the necessary data from you for payment processing. Depending on your past purchasing behavior, it may happen in individual cases that, depending on the selected payment method, we receive a rejection or a negative decision from a financial institution and/or a financial services provider.
3. As part of the processing of your payment, we are entitled to assign or sell the purchase price claim against you to a financial institution or a payment service provider.

VI. Retention of Title

1. The goods remain our property until full payment has been made. If you are more than 10 days late in making a payment, we have the right to withdraw from the contract and reclaim any goods already delivered.
2. In addition, we agree with you to an extended retention of title until all of our claims against you have been satisfied.
3. You are entitled to resell the goods subject to retention of title only in the ordinary course of business. In this case, however, you hereby assign to us, in the amount of the invoice value of all our claims against you, all claims arising from such resale—regardless of whether it occurs before or after any processing of the goods delivered under retention of title.
4. We are entitled to collect the assigned claim (paragraph 2) ourselves and directly; however, we will exercise this right only if you
5. • fail to meet your payment obligations to us or
   • an application has been filed to open insolvency proceedings or similar proceedings concerning your assets, or
   • you suspend your payments.

5. To the extent that the claims assigned to us (para. 2) exceed the claims to be secured by more than 10%, we will, at your request, release claims of our choice until the excess security is reduced to the permissible level.

VII. Terms of Delivery

We will deliver the goods in accordance with the agreements made with you. This includes, in particular,

• the delivery time agreed upon with you.
• the agreement regarding which carrier we will use to ship the goods to you.
• the agreement regarding whether and to what extent you are responsible for the costs of packaging and shipping (shipping costs).

VIII. Right of Retention, Set-off, and Assignment

1. You may assert a right of retention only arising from the same contractual relationship. Beyond that, all rights of retention—regardless of the legal relationship—against us are excluded.
2. You are only entitled to set off claims that have been acknowledged by us or have been legally established.
3. Your rights against us may be assigned only with our written consent.

IX. Warranty

1. You must inspect our deliveries immediately upon receipt. If you discover any defects, you must report them to us in writing immediately, no later than 8 days after delivery. If you discover hidden defects, you must notify us in writing immediately, no later than 8 days after discovery. If you fail to comply with these obligations, all warranty claims are excluded.
2. As natural products, wood and leather may exhibit minor variations in color and texture, for which we assume no liability.
3. We guarantee the agreed-upon quality—excluding minor deviations—by, at our discretion, either delivering a defect-free product or remedying the defect. If we choose to remedy the defect, you will not have further warranty rights until the attempt to remedy the defect has failed twice.
4. If the subsequent performance ultimately fails, you may, at your option, demand a reduction in your payment (price reduction) or rescission of the contract (withdrawal). In the case of a minor breach of contract, particularly in the case of minor defects, you have no right to rescind the contract. With regard to asserting the right to rescind the contract and a claim for damages, please refer to the following paragraphs.
5. You bear the full burden of proof for all prerequisites of a claim, in particular for the defect itself, for the time at which the defect was discovered, and for the timeliness of the notice of defect.
6. Warranty claims regarding all products delivered by us expire within one year, unless otherwise agreed in writing. However, they expire prematurely as soon as you attempt repairs, make modifications, or fail to follow operating instructions. The warranty period begins on the date of delivery to you.
7. You are hereby advised that the quality specifications set forth in the product description, a product data sheet, or a product sample do not constitute guarantees in the legal sense. Quality specifications and guarantees that go beyond the product description are deemed to have been made to the purchaser only to the extent that they have been recorded by us in writing.
8. To the extent that we are a supplier or upstream supplier within the meaning of Section 445a of the German Civil Code (BGB), we agree to the following regarding recourse against us:

• • We exclude all rights of recourse against us on your part to the extent that you have not fulfilled your obligations under paragraph 1 or have not fulfilled them in a timely manner.
  • If the person against whom you are exercising recourse is not a consumer within the meaning of § 13 BGB, we exclude recourse against us.
  • If the person against whom you are seeking recourse from us is a consumer within the meaning of § 13 BGB, but a warranty is provided to that person—by whomever—beyond the mandatory statutory provisions, e.g., as a gesture of goodwill, as a favor, or allegedly based on statutory rights of rescission, you may not seek recourse against us.
  • Recourse claims are subject to a statute of limitations of one year from the date of delivery to you and expire prematurely as soon as you or others in the supply chain attempt repairs or make modifications, or if operating instructions are not followed by you or others in the supply chain.
  • Paragraphs 5 and 7 apply mutatis mutandis to claims for recourse against us.

9. To the extent that you set deadlines for us in connection with the warranty and recourse, these must always be reasonable. If you set unreasonably short deadlines, these will not be extended to reasonable deadlines by way of a reduction to preserve validity, but must be reset by you to a reasonable duration.

X. Limitation of Liability

1. If you or a third party carries out modifications or repair work without our prior, express written consent, our liability for the resulting consequences shall be excluded. The statute of limitations remains unaffected by this.
2. All claims for damages or reimbursement of futile expenses that you may have against us are excluded regardless of the legal basis, unless we have acted with intent or gross negligence or have breached material contractual obligations through slight negligence.
3. In the event of gross negligence or a breach of a material contractual obligation due to slight negligence, damages are limited to typical and foreseeable damages. We assume no liability beyond this scope, except to the extent required by our business liability insurance.
4. Liability for damage not arising from the subject matter of the contract is excluded, except in cases of willful misconduct or gross negligence.
5. Liability for the absence of a quality for which we have provided a warranty, as well as liability under the Product Liability Act, remains unaffected by paragraphs 2, 3, and 4.
6. Furthermore, we are liable without limitation for damages

• • resulting from injury to life, body, or health that is attributable to a negligent breach of duty on our part or an intentional or negligent breach of duty by a legal representative or agent acting on our behalf, or
  • resulting from a grossly negligent breach of duty on our part or an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of ours.

7. A one-year statute of limitations applies to all claims for damages or reimbursement of futile expenses arising from contractual and non-contractual liability asserted against us—except in the cases specified in paragraph 6. The period begins at the time specified in § 199 of the German Civil Code (BGB). It begins no later than the expiration of the maximum periods specified in § 199(3) and (4) of the German Civil Code (BGB).

8. Data communication via the Internet cannot be guaranteed to be comprehensive, error-free, and/or available at all times, given the state of the infrastructure and/or the current state of technology. Accordingly, we are not liable for the constant, location-independent, and uninterrupted availability of our website.

XI. Final Provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance is our registered office: Auerstraße 59, 86156 Augsburg.
3. Any legal disputes shall be subject to the jurisdiction of the state and ordinary courts with subject-matter and territorial jurisdiction over Augsburg.