The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.

B2L reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the seller is not responsible for the non-delivery and the seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer shall be informed immediately and the consideration shall be reimbursed without delay.

IV. Right of Retention / Set-Off

1. The Customer has a right of retention only in the case of counter-claims originating from the same legal transaction.

2. The customer may only offset or assert rights of retention with undisputed or legally established claims. B2L shall retain title to the delivered goods until all claims arising from an ongoing business relationship have been settled in full.

V. Execution of Orders

1. Before placing an order, the Customer shall provide us with all data, documents and other information in written form which must be taken into account in rendering of the service.

2. Furthermore, the risk of loss of the service transfers to the Customer as soon as we have handed over the service to a carrier or other person for the purpose of transportation.

3. We are entitled to make part-deliveries and part-services as well as provide a service before it is due, provided this is reasonable.

VI. Warranty

1. With regard to the products delivered to the Customer, the provisions regarding liability for material defects under the statutory provisions (“kaufvertragliche Sachmängelhaftung”) shall apply, unless otherwise stated in the following provisions.

The assertion of warranty rights presupposes that the customer has fulfilled his statutory obligations to inspect and give notice of defects immediately, properly and in writing. Poor performance to which the statutory obligations to examine and give notice of defects do not apply shall be notified within a preclusive period of one calendar week from the date on which the poor performance can be identified. The customer is not entitled to any rights due to an insignificant defect.

2. Claims and rights of the customer due to defects are excluded insofar as the contractual items are used items.

Upcycling material is a used item in this sense. With regard to this work, the customer is entitled to the statutory warranty rights in accordance with these GTC. Otherwise, the customer's claims and rights due to defects are excluded.

3. Faults in a product which are caused by failing to follow operating and/or maintenance instructions, concern adverse modifications to the product do not constitute a defect. The same applies to defects which concern information or specifications supplied by the Customer.

4. All warranty claims made by the Customer are subject to a limitation period of one year from the statutory start of the limitation of actions. This does not apply to claims by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations), nor to liability for other damage resulting from an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

5. Statutory recourse claims by the Customer against us exist only insofar as the Customer has not made any agreements beyond the statutory warranty regulations with its buyers.

VII. Withdrawal, Termination

1. The Customer does not have any legal right of withdrawal in the event that a service is not performed or not performed pursuant to the contract, if we are not responsible for the breach of obligation, unless the Customer has a no-fault right of withdrawal derived from special agreements (e.g. a sale at a fixed point in time).

2. If the Customer terminates the contract, B2L by rule has a claim to the agreed remuneration minus our costs saved due to the termination of the order.

VIII.Liability

1. Claims of the Customer for damages are excluded, except for claims of the Customer for damages from injury to life, body or health or from a breach of material contractual duties. Also excepted is the liability for other damages that were caused by an intentional or gross negligent breach of a contractual duty by hofer, its statutory representatives or servants. Material contractual duties are duties that are essential and necessary to achieve the target of the contract.

2. For a simple negligent breach of a material contractual duty the liability of us is limited to damages that are typical and foreseeable for the corresponding contract unless it’s a claim for damages of the Customer from injury to life, body or health.

3. If claims are asserted directly against statutory representatives or servants of us, the aforementioned two numerals also apply in favor of these individuals.

4. The aforementioned limitations of liability do not apply insofar as we fraudulently concealed a defect or gave a guarantee of the quality of the thing. The rules and provisions of the Product Liability Act remain unaffected.

5. In addition, for entrepreneurs, the statutory limitation periods for the right of recourse according to § 478 BGB remain unaffected.

6. If the customer acts as a merchant within the meaning of § 1 of the German Commercial Code (HGB), he shall be subject to the commercial obligation to inspect and give notice of defects pursuant to § 377 HGB. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed approved.

IX. Right to Reserve Ownership

1. We reserve the right of ownership to all delivered goods up until receipt of all payments from the business relationship with the Customer. In the case of any current account balance, we reserve the right of ownership until the balance is settled.

2. In the event that the Customer acts in breach of contract, in particular in the case of late payment, we are entitled to withdraw from the contract and retrieve the goods.

3. The Customer may neither pledge nor assign by way of security good subject to a right of ownership and must notify us immediately of attachments which have been made at the instigation of a third party.

4. B2L GmbH & Co. KG is entitled, in spite of other provisions of the customer, to initially offset payments against the customer’s older liabilities. If costs and interest are already incurred by default, B2L GmbH & Co. KG is entitled to first offset the payment against the costs, then against the interest and lastly on the main services.

5. As a business customer, the customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The customer shall assign to B2L in advance all resulting claims against third parties in the amount of the respective invoice value (including VAT). This assignment shall apply irrespective of whether the goods subject to retention of title have been resold without or after processing. The Customer shall remain authorized to collect the claims even after the assignment. B2L's authority to collect the claims itself shall remain unaffected. However, B2L shall not collect the claims as long as the customer meets its payment obligations to the seller, is not in default of payment and no application for the opening of insolvency proceedings has been filed.

X.Force Majeure

1. If a delivery/service is not possible due to force majeure, especially due to shortage of raw materials, energy and labour, labour disputes, serious transport disruptions, non- culpable or unforeseeable disruptions to operations, official measures not attributable to us, pandemics, natural disasters or other events for which we are not responsible, we are not obliged to perform the delivery/ service for as long as the prevention lasts, provided that we have provided prompt written notice to the Customer of such. If the preventions as set out in paragraph 1 last longer than four (4) months, we have the right to withdraw from the contract, if performance of the contract is no longer of interest to us as a result of the prevention and we have not assumed the procurement or manufacturing risk. At the request of the buyer, we shall, after the term has expired, declare whether we are withdrawing or whether we will fulfil our service duties within an appropriate fixed term.

XI. Place of Performance, Legal Venue, Applicable Law

1. The place of performance is the site of our company's head office.

2. The legal venue for all present and future claims arising from the business relationship with businesses is exclusively our place of business. The same legal venue applies if the Customer does not have a general legal venue domestically, relocates its domicile or usual place of residence abroad after conclusion of the contract or its domicile or usual place of residence is not known at the time the action is brought. However, we are entitled to bring an action against the Customer at his place of business or any other permitted legal venue as well.

3. German law applies to all legal relationships exclusively. The UN-Convention on Contracts for the International Sale of Goods of 1980 and other conflict of law rules do not apply.

XII. Final Provision

1. If a point in the contractual relationship with the supplier is or later becomes invalid in whole or in part, the validity of the other provisions shall not be affected, provided that, in considering the subsequent regulation, performance of the contract does not cause unreasonable hardship for one party. The parties are aware of the legal precedent of the Federal High Court of Justice whereby a severability clause solely reverses the burden of proof. However, it is the express will of the parties to maintain the validity of the other contractual provisions under all circumstances and therefore contract out Section 139 of the German Civil Code. The same applies to a gap in the contractual relationship. A suitable provision shall replace the invalid or impracticable provision that comes as close as possible to that which said parties wanted or would have wanted had they considered the point at the time of the conclusion of this agreement or at the time of the later inclusion of a provision.

2. These General Terms and Conditions have been composed in German and English. In case of discrepancies, the German version shall prevail.