General terms of delivery an
terms of payment
Pure Green Cosmetics GmbH

Status: 16/06/2024

I. General information

The following terms and conditions of delivery and payment shall apply to all contracts for deliveries by Pure Green Cosmetics GmbH (hereinafter: Supplier) to an entrepreneur (hereinafter: Purchaser), unless they are amended or excluded with the express written consent of the Supplier. Deviating general terms and conditions of the purchaser or third parties shall only apply insofar as the supplier has expressly agreed to them in writing. If the Supplier refers to a letter which contains or refers to the terms and conditions of the Purchaser or a third party, this shall not constitute express consent to the validity of those terms and conditions. These General Terms and Conditions shall also apply to all future deliveries, services or offers to the Purchaser, even if they are not separately agreed again.

II Offer, conclusion of contract and scope of delivery

1. The Supplier’s offers are always subject to change and errors excepted. The documents belonging to the offer such as sketches, drafts, sample sets, samples, weights and dimensions are only approximate unless they are expressly designated as binding. Services and operating costs are stated as average values.

2. The supplier reserves the right of ownership and copyright to documents that are part of the offer, such as sketches, drafts, sample sets, samples, cost estimates, drawings and other documents; they may not be made accessible to third parties.

3. The customer is bound to the order received by the supplier for at least four weeks, even without an order confirmation. Upon receipt of the order, the Supplier may initiate internal processes and third-party orders in order to clarify delivery times and options, for example. If the supplier does not confirm the order within four weeks, the customer may withdraw the order. If this is not done, he shall remain bound until any withdrawal. The contract is finally concluded when the supplier confirms acceptance of the order for the specified object of purchase in writing while the order is still valid or the delivery has been carried out. The supplier is obliged to notify any rejection of the order in writing immediately after it has been determined.

4. Material agreements made between the Supplier and the Purchaser must be made in writing. This also applies to collateral agreements, assurances and subsequent amendments to the contract.

5. The persons authorised to sign on behalf of the supplier can be found in the current extract from the commercial register. This can be downloaded free of charge at https://justizonline.gv.at/jop/web/firmenbuchabfrage by entering the company register number 54393s. A signature by other persons is only valid subject to approval by authorised signatories.

6. Unless expressly agreed otherwise in writing, only the regulations applicable in the country of production (Austria) for the manufacture of cosmetic products at the time of production shall apply. These correspond to those applicable in the EU, unless special national regulations deviate from them or specify them in more detail.

7. We reserve the right to make production changes within the scope of the further technical development of the delivery item, provided that the delivery item is not significantly changed and the changes are reasonable for the customer.

8. If preliminary work, such as samples, sample sets, product developments, is carried out at the instigation of the customer before the order is placed, these shall be invoiced unless otherwise agreed. If the order is placed, these services shall not be invoiced again.

9. Development costs and testing fees that are necessary to fulfil the order placed may be charged separately. In the absence of a separate agreement, any assessments made by the Supplier, in particular with regard to advertising and product statements, packaging and/or graphics provided or finally accepted by the Purchaser, etc., shall only be of a recommendatory nature and merely express the opinion of the Supplier. Legally binding information shall always require a separate order and agreement.

10. If the Purchaser requests the use of specific ingredients, these shall only be tested by the Supplier for their authorisation, suitability, quality and marketability by separate agreement.

11. Legally required analyses of the materials and substances used as well as proof of efficacy and assessments must be commissioned separately.

12. The Supplier is not obliged to agree to an order cancellation requested by the Purchaser after the order has been placed, unless this occurs for reasons for which the Supplier is responsible. If the Supplier nevertheless agrees to a cancellation, the costs incurred up to that point shall in any case be borne by the Purchaser and a flat-rate cancellation fee of 20% of the order volume shall also be charged.

13. If goods are delivered successively at the customer’s request, the supplier may invoice the customer separately for the storage costs incurred and the costs of insurance taken out to protect the goods.

14. Unless otherwise agreed in writing in individual cases, product properties and the minimum shelf life labelled on the product refer to proper storage at room temperature (+ 20° to + 25°). Temperatures below + 10° and temperatures above + 30° must be avoided – even for a short time! – must be avoided. If the products are stored at other temperatures or the specified extreme values are exceeded or undercut, irreversible product changes may occur; however, this does not constitute a product defect, but rather a product storage defect.

15. Over- and under-deliveries of +/- 10% compared to the order quantity are within the tolerance range and are expressly authorised when the order is placed.

16. Product samples may look slightly different from the original product as they are manufactured in the laboratory under different conditions (colour, odour and viscosity). Different production batches may also differ due to the natural raw materials used.

17. Waste and packaging disposal costs shall only be borne by the Supplier if expressly contractually agreed; otherwise these shall be transferred to the Purchaser as the distributor. Insofar as legal liability of the Supplier applies here, the Purchaser shall indemnify the Supplier for this if necessary.

18. The customer must check order confirmations immediately and lodge a complaint within one week.

III Price and payment

1. In the absence of a special agreement, the prices shall apply ex warehouse of the supplier or, in the case of despatch from the manufacturer’s works, ex works, excluding packaging. Prices are always quoted net, i.e. plus VAT. If delivery is to take place more than three months after conclusion of the contract, the Supplier shall be entitled to adjust the price accordingly in the event of price increases by its upstream suppliers or unexpected increases in labour and transport costs. If the increase amounts to more than 10 % of the agreed price, the purchaser shall be entitled to withdraw from the contract. The Supplier shall only be bound to the agreed price for the agreed delivery period – but for at least three months. The Supplier may demand compensation from the Purchaser for any additional expenses incurred by the Supplier due to the Purchaser’s default of acceptance.

2. In the absence of a special agreement, payment shall be made after delivery or provision and receipt of the invoice with a 2% discount within eight days, net within 30 days of the invoice date, free Supplier’s paying agent. Promised discounts shall only apply in the event that the Purchaser is not in arrears with the payment of earlier deliveries.

3. Offsetting against any counterclaims of the Purchaser that are disputed by the Supplier or have not been recognised by declaratory judgement is not permitted. The Purchaser may only assert a right of retention insofar as it is based on claims arising from the purchase contract. If a notice of defects is asserted, payments by the Purchaser may only be withheld to an extent that is in reasonable proportion to the defects that have occurred.

4. Payments may only be made to employees of the supplier if they present a valid authorisation to collect.

5. The supplier is entitled to demand a down payment of up to 100 % of the purchase price.

6. Non-compliance with the agreed terms of payment as well as changes in the creditworthiness of the customer shall entitle the supplier to withdraw from the contract and/or to demand security for all pending contracts and advance payment for all deliveries due. Offsetting against any counterclaims is not permitted.

IV. Delivery periods and delay

1. Delivery periods and dates shall only be binding if they have been expressly guaranteed in writing by the Supplier. The delivery period shall commence with the conclusion of the contract, but not before the provision of any formulations, documents, authorisations, approvals, print files to be procured by the Purchaser and not before receipt of any agreed advance payment.

2. The delivery period shall be extended appropriately in the event of measures within the framework of lawful industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles which are beyond the control of the supplier or its vicarious agents, insofar as such obstacles demonstrably affect the delivery of the sold item. The same applies if the supplier is not supplied on time.

3. The delivery period shall also be extended appropriately if supply chains do not function smoothly due to general events.

4. The supplier is entitled to withdraw from the contract if the upstream supplier does not deliver to him. However, this shall not apply if the supplier is responsible for the non-delivery (e.g. default of payment).

5. Compliance with the delivery period presupposes the fulfilment of the customer’s contractual obligations.

6. If the Purchaser suffers damage due to a delay for which the Supplier is responsible in accordance with the above provisions, the Supplier shall be liable in accordance with the statutory provisions.

7. The supplier shall not be liable for deliveries that are delayed or become impossible due to the fault of the upstream supplier, unless the delivery is delayed or fails to materialise due to the fault of the supplier, its representative or its vicarious agent. In this case, the supplier’s obligation to pay damages shall be limited to the foreseeable damage typical of the contract. If the Supplier assigns its claims against the upstream supplier to the Purchaser in order to fulfil its liability obligation and if the Purchaser is unable to fully enforce these claims, the Supplier shall be obliged to indemnify the Purchaser.

8. Default interest of 4% p.a. is agreed.

V. Transfer of risk and transport

1. Unless otherwise agreed, the route and means of despatch shall be at the discretion of the Supplier. The goods shall only be insured at the express request and expense of the customer.

2. In the case of sale by despatch, the risk shall pass to the Purchaser when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the warehouse or, in the case of direct despatch ex works, when they leave the works. This shall also apply if partial deliveries are made or if the supplier has assumed further services.

3. If dispatch is delayed due to circumstances for which the purchaser is responsible, the risk shall pass to the purchaser from the day of readiness for dispatch. However, the supplier shall be obliged to take out the insurance requested by the customer at the customer’s request and expense.

4. Delivered items, even if they have insignificant defects, must be accepted by the customer without prejudice to the rights under Section VII (Notice of Defects and Liability for Defects).

5. Partial deliveries are permissible insofar as this is reasonable for the customer.

VI Retention of title

1. The Supplier reserves the right of ownership until all claims arising from the purchase contract with the Customer have been paid in full.

2. Any processing or transformation of the object of sale by the Purchaser shall always be carried out on behalf of the Supplier. If the purchased item is processed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. If the purchased item is mixed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the Purchaser’s item is to be regarded as the main item, the Purchaser shall transfer co-ownership to the Supplier on a pro rata basis.

3. The purchaser is obliged to treat the object of purchase with care, to secure it against interference by third parties and – if this is agreed in writing – to insure it immediately against fire “for the account of a third party” and to provide evidence of this on request; otherwise the supplier is entitled to insure it himself at the expense of the purchaser. The Purchaser undertakes to assign any fire damage claims to the Supplier.

4. The Purchaser may not pledge the object of purchase or assign it as security without the Supplier’s consent. The Purchaser is obliged to inform the Supplier immediately in writing in the event of seizure or other interventions by third parties so that the Supplier can take legal action. If the third party is not in a position to reimburse the Supplier for the judicial or extrajudicial costs of a lawsuit, the Purchaser shall be obliged to compensate the costs.

5. The Purchaser is authorised to resell the goods in the ordinary course of business. He hereby assigns to the Supplier all claims in the amount of the final invoice amount (including VAT) of the Supplier which accrue to him from the resale against his customers or third parties, irrespective of whether the object of purchase has been resold without or after processing. The purchaser is authorised to collect these claims even after assignment. The authorisation of the supplier to collect the claims himself remains unaffected by this, but the supplier undertakes not to collect the claims as long as the purchaser duly fulfils his payment obligations. Otherwise, the Supplier may demand that the Purchaser informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtor of the assignment.

6. In the event of breach of contract by the Purchaser, in particular default in payment, the Supplier shall be entitled to take back the goods after issuing a reminder and the Purchaser shall be obliged to surrender them. The taking back or seizure of the goods by the Supplier shall only constitute a cancellation of the contract if the Supplier expressly declares this in writing.

7. All costs of taking back and realising the object of purchase shall be borne by the customer. The realisation costs shall amount to 20% of the realisation proceeds including VAT without proof. They shall be set higher or lower if the Supplier proves higher costs or the Purchaser proves lower costs. The proceeds shall be credited to the Purchaser after deduction of the costs and other claims of the Supplier in connection with the purchase contract.

VII Notice of defects and liability for defects

1. If the items sold are defective, the Supplier may, at its discretion, remedy the defect, deliver defect-free goods or issue a credit note for the extent of the defective goods for the purpose of subsequent fulfilment. The Purchaser shall bear the expenses necessary for the purpose of subsequent fulfilment insofar as they are increased by the fact that the object of the delivery is taken to a place other than the Purchaser’s branch office, unless the transfer corresponds to its intended use.

2. If the subsequent fulfilment fails, the customer shall be entitled to withdraw from the contract, to reduce the purchase price and to claim damages in accordance with Section VIII of these General Terms and Conditions of Delivery and Payment. As a rule, subsequent fulfilment shall be deemed to have failed after the second unsuccessful attempt at subsequent fulfilment.

3. The aforementioned warranty rights shall only apply in the event of significant deviations of the goods from the contractually agreed quality; in this case, price reductions shall be granted on an equitable basis. A significant deviation exists if it is capable of seriously jeopardising the quality of the product from the end user’s point of view. When assessing whether a defect is significant or insignificant, the focus is therefore on product functionality; defects that do not or hardly affect product functionality, such as production-related processing marks on the container, changes in product properties due to raw materials, etc., are considered insignificant.

4. Section 377 UGB applies to the customer’s obligation to give notice of defects.

5. Recourse claims of the Purchaser against the Supplier shall only exist insofar as the Purchaser has not made any agreements with its customer that go beyond the statutory claims for defects. Clause 1 sentence 2 shall apply accordingly.

6. Complaints are inadmissible if the goods are no longer at their destination and in their original packaging or are already being further processed. The goods may not be returned without the prior consent of the supplier. In the case of part deliveries, these provisions shall apply to the part delivered in each case. Defects in part of the delivered goods do not entitle the customer to reject the entire delivery.

7. Changes to the legal situation applicable to the manufacture and sale of cosmetic products after the time of production shall not result in a defect in the goods, even if these would no longer be marketable due to amended regulations. The supplier shall endeavour, but shall not be obliged, to inform the customer promptly of any changes or impending changes to cosmetics legislation of which it becomes aware and which have an influence on the marketability of the products purchased by the customer.

VIII Compensation for damages

1. The supplier shall be liable for damages resulting from injury to life, body or health which are based on a negligent or intentional breach of duty by the supplier or an intentional or negligent breach of duty by a legal representative or its vicarious agents.

2. The supplier shall only be liable for other damages if these are based on a grossly negligent or wilful breach of duty by the supplier or a wilful or grossly negligent breach of duty by a legal representative or vicarious agent of the supplier.

3. The supplier shall be liable for damages that are not based on injury to life, limb or health up to a maximum of the invoice amount of the delivered goods. If these goods have been resold, the amount of liability shall be reduced by the amount of these resold goods, provided that no notice of defects is given by the recipient.

4. The supplier shall only be liable for foreseeable damage typical of the contract.

5. The Supplier shall not be liable for damage caused by improper modifications to the items sold by the Purchaser or by third parties authorised by the Purchaser. Furthermore, the Supplier accepts no liability for advertising statements made by the Purchaser on packaging texts or other advertising media. If the Purchaser exports the items sold by the Supplier to territories other than the European Union, the Purchaser itself shall be responsible for the proper labelling and other marketability of the items sold in the export countries.

6. If sold items are manufactured according to the Purchaser’s specifications, the Purchaser shall be liable for ensuring that it is entitled to all patent, utility model and/or other industrial property rights. In this respect, the Purchaser shall indemnify the Supplier against all third-party claims upon first request.

IX. Limitation of claims

1. The limitation period for claims and rights due to defects in the goods – regardless of the legal grounds – is one year.

2. The limitation periods pursuant to para. 1 shall also apply to all claims for damages against the supplier that are related to the defect – irrespective of the legal basis of the claim. Insofar as claims for damages of any kind exist against the supplier which are not related to a defect, the limitation period of para. 1 sentence 1 shall apply to them.

3. The limitation periods pursuant to para. 1 and para. 2 shall apply with the following proviso:

a) The limitation periods generally do not apply in the case of intent.

b) The limitation periods shall also not apply if the supplier has fraudulently concealed the defect. If the supplier has fraudulently concealed a defect, the statutory limitation periods that would apply in the absence of fraud shall apply instead of the periods specified in paragraph 1.

c) The limitation periods also do not apply to claims for damages in cases of injury to life, limb, health or freedom, in the event of claims under the Product Liability Act, in the event of a grossly negligent breach of duty or in the event of a breach of material contractual obligations.

4. The limitation period for all claims shall commence upon delivery.

X. Provision of goods by the customer or third parties

1. If raw materials, bulk goods or packaging materials are provided by the Customer or by a third party designated by the Customer, the Supplier shall not assume any liability or warranty with regard to the chemical or physical reactions of the product and the stability, shelf life, effectiveness or compatibility of the finished product or the packaging material.

2. Incoming goods inspections for materials provided shall only be carried out if separately commissioned in writing by the Purchaser and after both parties have signed a procedural instruction precisely describing the agreed inspection activities; liability shall only exist if the incoming goods inspection is invoiced separately by the Supplier.

3. Goods provided (including raw materials, bulk goods and packaging materials) shall only be insured by the Supplier at the request and expense of the Purchaser.

4. Prescriptions provided are not checked for their marketability and suitability. No warranty or liability is assumed for the formulations provided.

XI. Place of fulfilment, applicable law

1. The place of fulfilment and exclusive place of jurisdiction for deliveries and payments as well as for all legal disputes arising between the parties is the supplier’s head office.

2. The relations between the contracting parties shall be governed exclusively by the law applicable in Austria to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

XII Final provisions

1. The rights arising from this contract may not be assigned by either party without the express written consent of the other party.

2. Should individual provisions of this contract prove to be wholly or partially invalid, this shall not affect the validity of the remainder of the contract; in this case, the contracting parties undertake to replace the wholly or partially invalid or unenforceable provision with a valid or enforceable provision that comes closest to the economically intended purpose of the wholly or partially invalid or unenforceable provision within the framework of the overall contract.

Pure Green Cosmetics GmbH

FN 54393s

Industrial park 17

A-6426 Roppen

November 2020