General Terms and Conditions

1. Scope

These General Terms and Conditions of Sale and Delivery (hereinafter referred to as ‘GTC’) apply between Schwan-STABILO Promotion Products GmbH & Co.KG (hereinafter referred to as ‘STABILO’, “we” or ‘us’) and its contractual partners. They apply exclusively to merchants within the meaning of the German Commercial Code (HGB), legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB) (hereinafter referred to as ‘Customer’). By placing an order, the Customer agrees to the exclusive validity of our GTC. Silence on the part of STABILO, even in the knowledge of the Customer's deviating terms and conditions, does not constitute implied consent to the Customer's terms and conditions. With regard to merchants, these General Terms and Conditions also apply to all future business relationships between the parties.

All offers, deliveries and other services (hereinafter referred to as ‘services’) provided by STABILO are based exclusively on these General Terms and Conditions, unless otherwise agreed in individual agreements.

2. Offer and conclusion of contract

Our offers are subject to change and non-binding. Orders only become legally binding upon our written confirmation or upon delivery of the goods. The documents belonging to the offers, such as illustrations, drawings, weight or dimension specifications or other technical data, as well as DIN, VDE or other operational or inter-company standards and samples referred to, are non-binding approximate values customary in the industry. Under no circumstances do such details constitute guarantees of quality or durability. We expressly reserve the right to make deviations from the order in the goods ordered or delivered, in particular with regard to material, colour and design, within the scope of technical progress. Our written order confirmation is decisive for the content and scope of the contract. Subsidiary agreements, changes, additions, etc. require our written confirmation. If the delivery of goods or provision of services takes place more than 4 months after conclusion of the contract and if, after conclusion of the contract, wage or material costs or the prices of our suppliers increase, we shall be entitled to increase the contract price accordingly.

For technical reasons, we reserve the right to deliver quantities that are up to +/- 10% more or less than the order quantity.

3. Product information

We accept no liability for printing errors and colour variations in the products shown in the catalogue. We reserve the right to make technical and visual changes to products during the catalogue period.

4. Prices, terms of payment

Prices are for delivery ex works or from our sales offices, including loading at the factory or our sales offices, but excluding packaging, shipping costs and VAT, which are to be borne by the customer.

Our invoices are generally payable in € without charges. Otherwise, the terms of payment stated in the order confirmation apply.

If the payment deadline is exceeded, default interest of 8% above the respective base rate of the Deutsche Bundesbank shall be payable. If we have several claims against the customer, we shall determine (even in the case of inclusion in a current account) to which debt the payment shall be allocated.

If the customer engages a central settlement company, the debt-discharging settlement of the invoice shall only take effect once the payment has been credited to our account in full.

Offsetting against our claim is only permissible with a legally established claim or a claim expressly recognised by us. The same applies accordingly to the assertion of rights of retention on the amounts stated in our invoices. With regard to payment claims asserted by us, the right to file a counterclaim is excluded.

If the customer defaults on at least two invoice amounts, all our invoices shall become due for payment immediately. In this case, we shall also be entitled, notwithstanding any prior agreements, to demand advance payments or security deposits. We shall also be entitled to withdraw from all contracts concluded with the customer in whole or in part without further justification and to claim damages.

5. Delivery, transfer of risk, default

Deliveries to companies unknown to us shall only be made after appropriate references have been provided or against advance payment.

The delivery dates specified by us are generally non-binding. The delivery dates specified by us are generally non-binding. Our delivery obligation is subject to proper and timely delivery to us. In the event of non-delivery through no fault of our own, we shall be entitled to withdraw from the contract or to extend the delivery period appropriately. Claims by the purchaser are excluded in such cases.

In the event of delay, liability for damages shall be limited to compensation for each completed week of delay in the amount of 0.5% up to a maximum of 5% of the value of the affected (partial) delivery or service. In the event of delay, liability for damages vis-à-vis other contractual partners shall be limited to intent and gross negligence.

We are entitled to make partial deliveries in commercially reasonable quantities and, with prior notification, to make early deliveries.

All goods shipped by us are dispatched at the customer's expense and risk, even if carriage paid delivery has been agreed. In the event of damaged or incomplete shipments, evidence must be taken immediately upon receipt. Upon handover of the goods to the carrier, but no later than upon leaving the factory, the risk of accidental destruction, loss or deterioration of the goods, as well as the price risk, shall pass to the customer. This shall also apply if and to the extent that shipment is carried out using our own means of transport. The same shall apply to the risk of delayed delivery. In the event of a delay in acceptance, we shall be entitled to store the goods at the customer's expense and risk or to charge our own storage costs or, at our discretion, to demand flat-rate storage costs amounting to 1% of the sales value of the products per commenced working week of the delay in acceptance. The customer is entitled to prove that the damage was less. The customer's shipping instructions are only binding if they have been agreed in writing. Otherwise, we reserve the right to ship at our own discretion.

6. Force majeure

Deliveries and services that are not performed or are delayed as a result of force majeure or other circumstances beyond our control that occur at our premises or those of our suppliers entitle us to deliver later or to withdraw from the contract in whole or in part without the customer being entitled to claim damages.

This shall also apply if the aforementioned events occur at a time when we are in default. In cases of delivery delays that are unreasonable for the customer, the customer shall also be entitled to withdraw from the contract, excluding any claims for damages. In the event of a delay in delivery or performance, the customer shall be entitled to withdraw from the contract after expiry of a reasonable grace period of at least 4 weeks, which shall be set by us and shall be appropriate for production. Withdrawal must in all cases be effected by means of a written declaration. If the delay is limited to a part of the delivery or service, the right of withdrawal shall also be limited to the part affected, provided that such a limitation of the right of withdrawal does not, in an objective assessment, have any negative effects on further deliveries/parts of the service under this contract.

Force majeure within the meaning of this clause is any external event caused by elemental forces of nature or by the actions of third parties which, according to human understanding and experience, is unforeseeable, cannot be prevented or rendered harmless by economically acceptable means, even with the utmost care that can reasonably be expected in the circumstances, and cannot be accepted by the operator due to its frequency of occurrence. This includes, but is not limited to, war, terrorist attacks, official orders, pandemics and epidemics, operational disruptions, strikes, lockouts or traffic or other specific unforeseeable obstacles.

7. Packaging, trademarks, property rights

The customer acknowledges the intellectual property rights of STABILO (trademarks, product design, designs, secret know-how, utility models and patents). If the customer uses our trademarks, in particular for advertising purposes, within the scope of the possibilities granted to them, this must not impair the brand image of STABILO.

Any changes to the packaging of our goods and any type of repackaging, such as blister packs, skin packs, etc., are only permitted with our express written consent. We have the right to limit our consent to a specific period of time, to restrict it to certain goods and packaging, to make it dependent on the fulfilment of certain conditions and to revoke consent once given for future deliveries. This does not apply to custom-made products and all items with special printing.

For Schwan-STABILO branded items:

The customer is not entitled to change brands, use them beyond the sale of the goods or affix other brands/logos to the delivered goods.

For custom-made products and all items with special printing:

In the case of items that are marked with the customer's or a third party's symbols at the customer's request, the customer warrants that they have the unrestricted rights of use. If third parties nevertheless assert claims, the customer shall indemnify us in full against these claims without delay.

8. Warranty, liability

The following provisions apply to our warranty and other liability for defects in delivery or performance, including incorrect deliveries or services. Complaints about our deliveries or services, including incorrect deliveries, must be reported to us in writing immediately, at the latest within one week of receipt of the goods or performance of the service, or in the case of hidden defects, immediately, at the latest within one week of discovery of the defect. If obvious defects are not reported, not reported in good time and/or not reported in the proper form, the warranty shall lapse in this respect. In all other respects, Sections 377 et seq. of the German Commercial Code (HGB) shall apply.

If the items delivered by us are repaired or modified without our involvement, or if instructions and recommendations for use or storage have not been followed or observed, our warranty liability shall lapse. If we use parts provided by the customer, we shall only be liable for the assembly and the parts manufactured by us. If products are manufactured according to specifications, recipes, regulations, trademarks, packaging materials, etc. and/or print documents received from customers, we shall only be liable for the manufacture. If third parties assert liability claims against us for damages that are not caused by our manufacturing area but by the customer's area, the customer shall be obliged to indemnify us against such claims.

For damage caused by third-party products, our liability is initially limited to the assignment of the claims to which we are entitled against the supplier, contract manufacturer or similar, and only subsidiary liability applies.

In the event of justified complaints, the customer shall initially have the right to demand subsequent performance. We shall exercise the right to choose whether to deliver a new item or remedy the defect within a reasonable period of time at our own discretion. In addition, if an attempt at subsequent performance fails, we shall have the right to carry out a new subsequent performance at our own discretion.

If, however, neither rectification nor replacement delivery is made, the customer is entitled to withdraw from the contract or to reduce the remuneration in line with the significance of the defect. In all cases of justified complaints, claims exceeding the right to rectification or replacement delivery (e.g. compensation under warranty or due to other breach of duty or tort due to impossibility, delay, failure or non-performance of rectification or replacement delivery) are limited to intent and gross negligence. The customer must prove the reason for and amount of the damage incurred. The same applies to futile expenses. The customer's statutory rights of recourse against us shall only exist insofar as the customer has not entered into any agreements with its customers that go beyond the statutory claims for defects.

In the case of divisible deliveries or services, or if the defect only affects parts of a functional unit, the right of withdrawal shall be limited to the affected part. The assertion of warranty claims shall have no influence on payment obligations and payment deadlines. If the customer does not fulfil their payment obligations or does not do so on time, our obligations as set out above shall be suspended until the payment obligation has been fulfilled. In the event of justified complaints, our liability shall be limited to the value of the goods delivered by us and complained about.

The warranty or limitation period for entrepreneurs is 12 months after the transfer of risk or, in the case of contracts for work and services involving non-fungible goods, from the date of acceptance, but no later than 24 months from delivery or performance. This does not apply if the law prescribes longer periods in accordance with § 445 b BGB (German Civil Code). In these cases, the statutory periods apply. For delivery items that are subject to premature wear and tear due to their material properties or the nature of their use, the warranty shall only apply for the period that is customary in individual cases. In any case, the customer must prove that the defect already existed at the time of delivery.

9. Retention of title

The delivered goods remain our property until full payment of all claims to which we are entitled from the business relationship and future claims (regardless of the legal basis, i.e. including any bill of exchange claims and claims acquired from third parties). In the case of current accounts, our securities shall be deemed to be security for the respective balance claim.

If the customer acquires sole or co-ownership through combination, processing or treatment of our delivery (with other deliveries), we shall be entitled to ownership in the amount corresponding to the ratio of our delivery to the other combined items. Processing or treatment in accordance with Section 950 of the German Civil Code (BGB) shall be carried out on our behalf without any obligation on our part. If our (co-)ownership expires as a result of combination or processing, it is hereby agreed that the customer's (co-)ownership of the uniform item shall be transferred to us on a pro rata basis. The customer shall store our (co-)ownership free of charge. In cases of conflict between this clause and clauses of suppliers of other individual parts used, processing shall be carried out jointly for all and our share shall be based on the ratio of the value of our delivery to the rest. Storage shall be free of charge in all cases. The value of our delivery shall be determined by our service price including value added tax and without discount deduction. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.

Until all payment claims against the customer arising from the business relationship have been satisfied, any utilisation or transfer by way of security of the reserved goods delivered by us or co-owned by us is prohibited. Furthermore, resale is prohibited unless the customer purchases the goods subject to retention of title delivered by us for the purpose of resale. In this case, the customer is revocably entitled to resell the goods subject to retention of title in their own name in the ordinary course of business, provided that the claim arising from the resale is assignable. In the event of resale of the goods subject to retention of title, the customer hereby assigns to us the claims arising from the resale, in the amount of the value of the goods subject to retention of title delivered by us, with all ancillary rights. We hereby accept the assignment.

This shall also apply in cases where resale was not permitted under the above restrictions. After the assignment, the customer shall be revocably authorised to collect the claims. Our authority to collect the claims ourselves shall remain unaffected by this. In this respect, the customer undertakes to provide information about the assigned claim and its debtor immediately upon our request, as well as to provide all information necessary for the independent collection of the assigned claim, to hand over the relevant documents and to notify the third-party debtor of the assignment. We are authorised to notify the third-party debtor of the assignment of the claim on behalf of the customer.

If the buyer acts in breach of contract – in particular in the event of default in payment – we are entitled to withdraw from the contract and demand the return of the goods subject to retention of title.

Taking back the goods subject to retention of title shall not be deemed a withdrawal from the contract. The latter shall only apply if we expressly declare this in writing. We are not obliged to set a grace period before taking back the goods. If the securities to which we are entitled on the basis of the retention of title exceed the value of the secured claims by more than 20%, we shall release the securities at our discretion upon request.

In the event of access by third parties to the goods subject to retention of title, in particular seizures, the customer shall indicate our ownership and notify us immediately so that we can enforce our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these.

10. Assignment

The assignment of claims to which the customer is entitled against us from the business relationship is excluded.

11. IT and data security

The customer undertakes to take reasonable technical and organisational measures for information security within the scope of what is reasonable for them in order to prevent unauthorised access to their systems, data and transmitted or stored data of the supplier. Generally recognised standards such as ISO/IEC 27001 or equivalent industry-standard security standards are decisive in this regard. This obligation also applies to the use of our customer portal.

The customer shall take appropriate measures to protect its IT systems, networks, applications and data – including the systems used for the performance of the contract – against unauthorised access, misuse, loss, manipulation or other security-related impairments.

The customer shall inform STABILO immediately after becoming aware of any IT security incidents or data protection breaches that are directly related to the contractually agreed services or the use of the customer portal and that could significantly impair STABILO's ability to provide its services. The notification shall be made in writing and shall contain a description of the nature of the incident, insofar as this is known at the time of notification.

The customer shall cooperate with us to an appropriate extent in investigating and remedying relevant security incidents, if and to the extent necessary to avert or mitigate damage. The customer shall only be liable for damages incurred by us as a result of a breach of the obligations under this clause to the extent that the customer is responsible for such breach. Except in cases of intent and gross negligence, liability shall be limited to the amount of damage typically foreseeable for this type of contract.

At STABILO's request, the customer shall demonstrate compliance with the above obligations to a reasonable extent, e.g. by presenting certificates or security concepts. External audits at the customer's premises are only permissible if they are announced with reasonable notice, if we have a legitimate interest and if the customer is permitted to impose conditions to protect its own security interests and data protection.

12. Code of Conduct

The customer is familiar with the current version of our Code of Conduct. By accepting the Code of Conduct, the customer undertakes to comply fully with the provisions set out therein.

The current version of the Code of Conduct will be provided on request and is available online (https://www.schwan-stabilo.com/de/unternehmensgruppe/code-of-conduct).

If the customer violates these provisions and does not remedy the violation within a reasonable period of time set by us, we are entitled to withdraw from the entire contract without notice.

13. Data processing and data protection

The data necessary for the execution of the contract will be processed within the permissible scope of the General Data Protection Regulation (GDPR) and other relevant laws. For further information on data protection, please refer to our data protection information sheet (https://www.stabilo-promotion.com/datenschutz_neu/).

14. Place of performance and jurisdiction

The place of performance for all deliveries and payments is Heroldsberg. The place of jurisdiction is Nuremberg. However, we are also entitled to sue the customer at the court of their place of business or residence. German law applies to the contractual relationship, in particular to cross-border deliveries, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

15. Final provisions

STABILO reserves the right to amend and/or supplement these General Terms and Conditions as we deem necessary and will immediately provide the customer with a correspondingly modified version, which will then replace the current version of the General Terms and Conditions in its entirety. This also applies accordingly to the previous version of these General Terms and Conditions. All orders already placed by the customer at the time of transmission of the modified GTC will be executed on the basis of the validity of the previous version of the respective GTC.

All verbal agreements and arrangements between STABILO and the customer must be in writing and confirmed by STABILO in order to be legally binding. Written notifications may also be sent by fax, email or other electronic means.

Should any of the above provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions or the contract as a whole. In this case, STABILO and the customer expressly undertake to agree on a provision that comes as close as possible to the intended economic purpose. The same applies in the event of any loopholes in these GTC.

As of: September 2025