AGB - General Terms and Conditions

I. Scope of application/conclusion of contract
Orders shall be executed exclusively on the basis of the following terms and conditions. Deviating regulations require written confirmation. The contract between the customer (client) and Beste-Floristik, Stefanie Hinrichs (contractor) comes into effect with the signing of the offer or a verbal order.

II Prices
1. The prices quoted in the contractor's offer are subject to the proviso that the order data on which the offer is based remain unchanged, but no longer than three months after receipt of the offer by the customer. In the case of orders with delivery to third parties, the customer shall be deemed to be the client, unless otherwise expressly agreed. The Contractor's prices include statutory value added tax. The Contractor's prices are ex workshop. Delivery costs and costs for any services shall be shown separately.
2. Subsequent changes at the instigation of the Client, including the resulting additional expenditure, shall be charged to the Client. Subsequent changes shall also include repetitions of floristic products requested by the client due to minor deviations from the delivered goods.

III Payment
1. As a rule, 100% advance payment is due after the order has been placed. Payment must be made no later than 3 weeks before delivery of the goods, stating the invoice number. The invoice will be issued after acceptance of the offer - by signature of the customer. For recurring invoice amounts of less than € 500, payment on account can be agreed within 7 days of delivery.
2. The customer may only offset or exercise a right of retention with an undisputed or legally established claim.
3. If the fulfillment of the payment claim is at risk due to a significant deterioration in the financial circumstances of the client that has become known after conclusion of the contract, the contractor may demand special advance payment, withhold goods not yet delivered and cease further work. The Contractor shall also be entitled to these rights if the Client is in arrears with the payment of deliveries that are based on the same legal relationship.
4. In the event of default in payment, default interest shall be payable at a rate of 7% above the respective base interest rate published by the Deutsche Bundesbank in accordance with the Discount Rate Transition Act. This shall not exclude the assertion of further damages caused by default.

IV. Delivery
1. If the goods are to be dispatched, the risk shall pass to the customer as soon as the consignment has been handed over to the person or company carrying out the transportation.
2. Delivery dates are only valid if they are expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing.
3. If the Contractor is in default, it must first be granted a reasonable grace period. If the grace period expires without result, the client may withdraw from the contract. § Section 361 BGB remains unaffected.
4. Operational disruptions - both in the Contractor's business and in that of a supplier - such as strikes, lockouts and all other cases of force majeure shall only entitle the Customer to terminate the contract if the Customer can no longer be reasonably expected to wait any longer; otherwise the agreed delivery period shall be extended by the duration of the delay.
5. Delivery dates are subject to correct and timely delivery by third parties.

V. Withdrawal from the contract / illness / exceptional circumstances / reimbursement of the amount
1. A general withdrawal from the contract must be made by the client at least 43 days (6 weeks) before the delivery date. Withdrawal from the contract must be communicated by the client in writing. If payment has already been made by the client, the full amount (100%) will be refunded.

2. Illness, absence or other, unspecified reasons do not entitle the client to withdraw from the contract or parts of the contract in general. However, the Contractor shall grant the Client a special right to withdraw from the contract due to exceptional circumstances or illness:
2.1. The Client shall notify the Contractor in writing of withdrawal from the contract no later than 29-42 days (~4-6 weeks, receipt by the Contractor) before the delivery date: If payment has already been made by the Client, 75% of the invoice amount will be refunded. If the invoice has not yet been paid by the Client, 25% of the invoice amount shall be due for payment immediately.
2.2. The withdrawal from the contract shall be notified by the Client in writing no later than 15-28 days (~2-4 weeks, receipt by the Contractor) before the delivery date: If payment has already been made by the Client, 50% of the invoice amount will be refunded. If the invoice has not yet been paid by the client, 50% of the invoice amount shall be due for payment immediately.
2.3. The client shall notify us in writing of withdrawal from the contract 14-0 days before the delivery date after expiry of the deadlines specified under 2.1. and 2.2: In this case, we cannot refund the invoice amount and the invoice remains due for full payment. (Exception for exterior decoration see point 3.)

3. Bad weather (e.g. rain, wind, etc.) does not entitle the client to withdraw from the contract or parts of the contract for outdoor decorations. However, the Contractor shall grant the Client a special right to withdraw from parts of the contract (for outdoor decorations) with a notice period of no later than 10 days before the delivery date due to possible changes in the weather. The contractor is obliged to accept the decoration even if the weather conditions change after the deadline has expired. Cancellation must be notified in writing by the client at least 10 days before the delivery date.
In this case, the amount for the outdoor decoration items will be refunded. A partial refund of the delivery and assembly costs is not possible.

VI Complaints/warranties
1. The scope, type and structure of the delivered goods are subject to artistic freedom and may vary freely. Even in the case of series productions, the detailed description in the offer is not binding. Since in most cases natural products are not permanently available, the contractor is not bound to the species specified in the offer, but may use substitute species at his own discretion to fulfill the purpose of the products.
2. Complaints about perishable goods may only be made immediately upon receipt. The shelf life of natural products is heavily dependent on external influences, therefore no guarantee is given for these. In the case of non-perishable goods, hidden defects that cannot be found after immediate inspection must be claimed within the statutory warranty period.
3. In the event of justified complaints, the Contractor shall be obliged to rectify and/or replace the goods at its discretion, to the exclusion of other claims. In the event of delayed, omitted or unsuccessful rectification or replacement delivery, the Client may demand a reduction in payment (reduction) or rescission of the contract (rescission).
4. Defects in part of the delivered goods do not entitle the customer to complain about the entire delivery.
5. In the case of floristic products, color deviations and deviations in the quality of the material used cannot be objected to.
6. The contractor reserves the right to make any design changes that it deems appropriate at its discretion.
7.Supplies (including data carriers, transferred data) by the client or by a third party engaged by the client
are not subject to any obligation to check on the part of the Contractor. In the case of data transmissions, the Client shall use state-of-the-art protection programs for computer viruses prior to transmission. Data backup shall be the sole responsibility of the Client. The Contractor is entitled to make a copy.

VII Retention of title
1. The delivered goods shall remain the property of the Contractor until full payment has been made.

VIII. Liability
1. The Contractor shall only be liable for damages caused by intentional or grossly negligent action, as well as in the event of a breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act. In the event of culpable breach of material contractual obligations, liability shall be limited to foreseeable damage typical of the contract.
2. Liability of the contractor for damage of any kind to the property of the client or third parties through the use of the delivered goods is expressly excluded. This applies in particular to damage to buildings, vehicles and furnishings.
3. The same principles shall apply to the liability of the Contractor's vicarious agents and assistants.
4. If claims for damages are asserted, they must be brought to court within four weeks of written rejection by the contractor. A later assertion is excluded, unless proceedings for the preservation of evidence have been initiated.

IX. Periodic work
1. Contracts for regularly recurring work can be terminated with a notice period of at least 3 months
to the end of a month.

X. Industrial property rights/copyright
1. The Client shall be solely liable if the rights of third parties, in particular copyrights, are infringed by the execution of its order and the processing of its templates and data. The Client shall indemnify the Contractor against all third-party claims arising from such an infringement.
2. The copyright and the right of reproduction of own drafts, originals and the like shall remain with the Contractor, subject to express provisions to the contrary.

XI. Place of performance, place of jurisdiction, effectiveness
1. The place of performance and jurisdiction shall be the Contractor's registered office. The contractual relationship shall be governed by German law.
2. Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.

XII. Verbal collateral agreements and severability clause
1. Verbal collateral agreements shall only become effective if they are confirmed in writing by the Contractor. This also applies to an amendment of this provision.
2. If one or more provisions of these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions. Rather, the parties are obliged to replace the invalid provision with a provision that comes closest to the intention expressed in these General Terms and Conditions.

GTC updated and valid as of March 12, 2020