Terms

TABLE OF CONTENTS

Scope of application
Conclusion of contract
Prices and terms of payment
Delivery and shipping conditions
Delivery time and delay in delivery
Right of disposal, product safety, exemption
Retention of title and processing
Liability for defects
Entrepreneur's recourse
Statute of Limitations
Applicable Law
Place of jurisdiction
Forgery and fraud
Obligations of the seller

1) SCOPE OF APPLICATION
1.1 These General Terms and Conditions of Purchase (hereinafter referred to as "GTCP") of Dondead GmbH (hereinafter referred to as the "Buyer") shall apply to all contracts for the supply of goods concluded by an entrepreneur (hereinafter referred to as the "Supplier") with the Buyer in respect of the goods offered for sale by the Supplier to the Buyer.

1.2 These Terms and Conditions of Purchase shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Supplier shall only become part of the contract if and to the extent that the Buyer has expressly consented to their application. This requirement of consent shall apply in any case, for example even if the Buyer, being aware of the Supplier's General Terms and Conditions, accepts the Supplier's deliveries without reservation.

1.3 Individual agreements made with the supplier in individual cases shall take precedence over these Terms and Conditions of Purchase and shall remain unaffected thereby.

1.4 An entrepreneur within the meaning of these GTCP is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.

2) CONCLUSION OF CONTRACT
2.1 Unless the specific circumstances of the individual case indicate otherwise, the contract between the Buyer and the Supplier shall be concluded as follows:

The Buyer may send a non-binding request for an offer to the Supplier by telephone, e-mail, fax or, if applicable, by online contact form. The Supplier shall send the Buyer a binding offer for the sale of the goods previously selected by the Buyer from the Supplier's range of goods by e-mail, fax or letter in response to the Buyer's request. The Buyer may accept this offer by submitting a declaration of acceptance to the Supplier by fax, e-mail or letter or by paying the purchase price offered by the Supplier within 7 (seven) days of receipt of the offer, whereby the day of receipt of the offer shall not be included in the calculation of the deadline. For acceptance by payment, the day of receipt of payment by the supplier shall be decisive. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday or a public holiday recognised by the state at the Purchaser's registered office, the next working day shall take the place of such a day. If the Buyer does not accept the Supplier's offer within the aforementioned period, this shall be deemed to be a rejection of the offer.

2.2 In the event of the supplier's economic inability to fulfil its obligations towards the buyer, the buyer may terminate existing exchange contracts with the supplier by rescinding them without notice. This shall also apply in the event of an application for insolvency of the supplier. § Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) shall remain unaffected. The supplier shall inform the buyer in writing at an early stage of any impending insolvency.

3) PRICES AND TERMS OF PAYMENT
3.1 Unless otherwise stated in the Supplier's offer, the prices quoted are net prices plus statutory value added tax.

3.2 Unless otherwise stated in the Supplier's quotation, the price includes all services and ancillary services of the Supplier as well as all ancillary costs (e.g. proper packaging, customs duties, import duties, transport costs including any transport and liability insurance).

3.3 The payment options shall be notified to the Buyer in the Supplier's offer and shall be binding on the Supplier unless any payment restrictions arise directly from the Supplier's offer.

3.4 Invoices shall be sent to the Buyer in one copy, stating the invoice number, order number, quantity, price and other allocation features in the original.

3.5 In the case of bank transfer, payment shall be deemed to have been made in due time if the transfer order of the Buyer is received by the Buyer's credit institution before the expiry of the payment deadline. The Buyer shall not be responsible for any delays caused by the credit institutions involved in the payment process. The Buyer's payment shall be made subject to invoice verification.

3.6 The buyer does not owe interest on arrears. The interest on arrears shall amount to 5 (five) percentage points per annum above the base interest rate. The statutory provisions shall apply to the occurrence of default on the part of the Buyer. In any case, however, a written reminder by the supplier is required.

3.7 The Buyer shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, the Buyer shall be entitled to withhold payments due as long as it still has claims against the Supplier arising from incomplete or defective performance.

4) TERMS OF DELIVERY AND SHIPMENT
4.1 Unless otherwise agreed, delivery of goods shall be made by dispatch to the delivery address specified by the Buyer.

4.2 The Supplier may only invoke any delivery restrictions if these have already been clearly stated in its offer and the Buyer has not objected to them.

4.3 The supplier is only entitled to make partial deliveries if the buyer has expressly agreed to this beforehand. In the event of permissible partial deliveries, the supplier shall also be entitled to issue partial invoices.

4.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the Buyer upon handover at the place of performance. If the supplier is responsible for installation and assembly, the risk shall pass to the buyer when the installation and assembly work is completed and the goods are handed over to the buyer.

4.5 In the event of self-collection, the supplier shall first notify the buyer that the goods ordered by him are ready for collection. After receipt of this notification, the buyer may collect the goods by arrangement with the supplier. In this case, the buyer will not be charged for shipping costs.

5) DELIVERY TIME AND DELAY IN DELIVERY
5.1 The delivery time stated in the Supplier's quotation is binding. The supplier is obliged to inform the buyer immediately, stating the reasons and the expected delay, if it is foreseeable that agreed delivery times cannot be met.

5.2 If the Supplier does not perform or does not perform within the agreed delivery time or is in default, the rights of the Buyer shall be determined in accordance with the statutory provisions.

5.3 The time the Supplier got to perfom the shipment is 48 hours after the offer is made.

6) RIGHT OF DISPOSAL, PRODUCT SECURITY, INDEMNIFICATION
6.1 The Supplier warrants that it has the right to dispose of, sell and procure title to the Goods to the Buyer in the condition agreed in the Contract. The Supplier further warrants that the Goods are free from any third party rights.

6.2 The supplier is obliged to comply with the recognised rules of technology and the statutory provisions on product safety, in particular the Product Safety Act, and warrants that the goods meet the relevant statutory requirements.

6.3 The Supplier shall indemnify the Purchaser against all justified claims of third parties asserted in connection with an infringement of their rights in relation to the goods delivered to the Purchaser. In this respect, the supplier shall also bear the necessary costs of legal defence, including all court costs and lawyers' fees in the statutory amount. This shall not apply if the supplier is not responsible for the infringement. In the event of a claim by a third party, the supplier is obliged to provide the purchaser immediately, truthfully and completely with all information required for the examination of the claims and a defence.

7) RESERVATION OF TITLE AND PROCESSING
7.1 Unless otherwise agreed, transfer of title shall be unconditional upon delivery of the goods to the Buyer and without regard to payment of the purchase price. If the Buyer nevertheless accepts an offer of transfer of title by the Supplier conditional on payment of the purchase price in an individual case, the Supplier's retention of title shall expire at the latest upon payment in full of the purchase price for the goods delivered. An extended or expanded retention of title by the supplier is excluded.

7.2 Any processing, mixing or combining of the buyer's items by the supplier shall be carried out for the buyer. The buyer shall become co-owner of the products manufactured using his items in the ratio of the value of his items to the value of the total product.

8) LIABILITY FOR DEFECTS
8.1 The statutory provisions shall apply to the Buyer's rights in the event of material defects and/or defects of title of the goods and in the event of other breaches of duty by the Supplier, unless otherwise stipulated below.

8.2 Within the scope of the commercial duty to examine and give notice of defects pursuant to §§ 377, 381 HGB (German Commercial Code), the notice of defects given by the Buyer shall be deemed to have been given without undue delay and in due time if it is received by the Supplier within 10 (ten) calendar days.

8.3 If the supplier does not fulfil its obligation of subsequent performance (at the buyer's option, rectification or replacement delivery) within a reasonable period set by the buyer, the buyer may rectify the defect itself and demand reimbursement of the expenses required for this or a corresponding advance payment from the supplier (substitute performance). If subsequent performance by the supplier has failed or is unreasonable for the buyer (e.g. due to particular urgency or imminent occurrence of disproportionate damage), no deadline need be set. The Buyer shall notify the Supplier of this without delay, if possible before taking appropriate measures.

8.4 If the supplier fulfils its obligation of subsequent performance by means of a replacement delivery, the limitation period shall start anew for the goods delivered as a replacement after their delivery, unless the supplier has expressly and correctly referred to making the replacement delivery without acknowledging a legal obligation when making the subsequent performance.

9) CORPORATE RECOURSE
9.1 The Buyer shall be entitled without restriction to the statutory rights of recourse pursuant to §§ 445a, 445b of the German Civil Code (BGB) in addition to the claims for defects. In particular, the buyer shall be entitled to demand from the supplier the type of supplementary performance (repair or replacement delivery) that it owes its customer in the individual case. The statutory right of choice of the Buyer pursuant to Section 439 (1) of the German Civil Code (BGB) shall remain unaffected.

9.2 Before the buyer acknowledges or fulfils a claim for defects asserted against him by his customer, he shall give the supplier the opportunity to comment, setting a deadline. If the statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by the buyer shall be deemed to be owed to its customer. In this case, the supplier shall be responsible for proving the contrary.

10) LIMITATION
The buyer's claims shall become statute-barred in accordance with the statutory provisions.

11) APPLICABLE LAW
All legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the laws on the international sale of movable goods.

12) PLACE OF JURISDICTION
If the supplier acts as a merchant, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising from this contract shall be the buyer's place of business. However, the Buyer shall in any case be entitled to bring an action before the court at the Supplier's place of business.

13) COUNTERFEITING AND FRAUD
Dondead takes counterfeiting and fraud very seriously. If a Seller provides a counterfeit item or attempts to defraud a Buyer or Dondead, Dondead reserves the right, at its sole discretion, to do any or all of the following: (i) remove any or all of Seller's listings from the Services; (ii) cancel any or all of Seller's outstanding orders through the Services; (iii) withhold payments due to Buyer; (iv) limit Seller's buying and selling privileges; (v) charge the Seller's payment method for any costs, expenses and fees incurred by Dondead as a result of the Seller's acts or omissions, including the cost of replacement items, the value of coupons and gift certificates provided to the Buyer, any reprint fees incurred by Dondead, any diversion fees charged by carriers and refunds to the Buyer; (vi) return the item to Seller at Seller's expense (including any customs and duties incurred by Dondead); (vii) make the counterfeit items available to law enforcement authorities or destroy the counterfeit items; (viii) temporarily or permanently block Seller's account; and (ix) charge Seller's payment method a minimum of EUR 15.00 or an amount up to 15% of the transaction amount , at Dondead's sole discretion, as a service fee. Seller hereby agrees that any of the foregoing remedies shall be appropriate and warranted upon Dondead's discovery of counterfeit items or fraudulent acts, even if such items or acts were not known to Seller to be counterfeit or fraudulent at the time (e.g., negligent fraud). Seller understands and agrees that if we make the counterfeit item available to law enforcement, Seller's communications and any claims of ownership with respect to that item must be made solely with that law enforcement agency and not with us. We may also use fraud protection measures, including algorithms and automated systems to monitor for fraud that may result in the cancellation of listings or sales or the suspension of the account. If this occurs in error, please contact us at info@dondead.com . We may also request additional identifying information from you if you make certain high value transactions or high total payment volume through Dondead.

14) OBLIGATIONS OF THE SELLER
By offering an item for sale, you are making a binding offer to sell that particular item to Dondead and the item in accordance with our FAQ, as updated from time to time. If Dondead accepts your offer by receiving a confirmation email, you are contractually and legally bound to supply that exact item at the price quoted. SELLERS MUST ship items via Dondead's designated shipping provider within the timeframe specified in the sale confirmation email ( 48 hours) and must obtain a receipt from the shipping provider to confirm shipment of the item. Sellers must ship an item sold on our websites from the country specified as your address on file. Dondead will provide you with a shipping label with such carrier. You are required to monitor your inventory and ensure that all entries are correct. Once a bid and demand are matched, a seller cannot cancel the bid under any circumstances. If you do not fulfil your orders, you will be charged additional fees at Dondead's sole discretion, including a minimum of EUR 15.00 or an amount up to 15% of the transaction amount. If a Seller fails to deliver Items to Dondad in accordance with these Terms, Dondead reserves the right, in its sole discretion, to do any or all of the following: (i) charge the Seller's Payment Method a minimum of EUR 15.00 or an amount up to 15% of the Transaction Amount at Dondead's sole discretion as a Service Fee; (ii) remove any or all of the Seller's listings from the Services; (iii) cancel any or all of the Seller's outstanding orders through the Services; (iv) withhold any payments due to the Seller; (v) restrict the Seller's buying and selling privileges; (vi) charge the Seller's payment method for any costs, expenses and fees incurred by Dondead as a result of the Seller's acts or omissions, including the cost of any replacement, coupons and gift certificates provided to the Buyer, reprint fees incurred by Dondead, diversion fees charged by carriers and refunds to the Buyer; and (vii) temporarily or permanently block the Seller's account.

As a Seller, you must ensure that the item you are offering exactly matches the image on the New Demand page and meets the applicable condition standard. If Dondead or any Buyer reasonably determines that your item is not as described (including but not limited to the applicable condition standard) or is counterfeit, we will, at Dondead's sole discretion, charge your payment method a minimum of 15.00 EUR EUR or an amount up to 15% of the transaction amount, as a service charge, plus any additional amounts or, at Dondead's discretion, charge you for the cost of a replacement, coupons and gift certificates provided to the Buyer, any applicable reprint fees charged by Dondead , diversion fees charged by carriers and refunds to the Buyer. Dondead is not obligated to return items to a seller that are not as described (including, but not limited to, the applicable condition standard) or are counterfeit (in which case Dondead may turn such items over to the proper authorities) or are shipped later than in 48 hours at your expense. Dondead will pay you within a reasonable time after completion of the sale, which occurs when the buyer receives the item. To get paid faster, ship your items immediately.

If a Seller, ships items after 48h he agrees, that if price changes were made in between the shipment time frame, the actual price on arriving of the item will be paid. If no price change was done in this time payout will be same. A return delivery after delayed shipment is not possible.