STANDARD GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT 05/2013

1. Acceptance of Order of Order a) We are working exclusively on the basis of these Standard General Terms and Conditions. They shall apply for the whole term of the business relationship with Purchaser. Any terms and conditions of our customers, which are inconsistent with these Standard General Terms and Conditions, shall only apply if and to the extent that their validity has been expressly acknowledged by letter shall in no event be considered as acknowledgment or consent. Upon acceptance of our delivery at the latest the authoritativeness of our Standard General Terms and Conditions of Delivery and Payment as amended shall be deemed to be acknowledged. b) Orders will be brought about by acceptance of customers order by Seller. In case of orders which are given outside customers business premises, Seller may withdraw from the contract to the exclusion of any damage claims within a period of ten (10) days after acceptance of the order. Furthermore, Seller is entitled to notify Purchaser within a period of six (6) weeks as of the acceptance of the order by separate letter of any deviations from the rules provided for in the order which will become binding for both parties also insofar as they are not covered by these Standard General Terms and Conditions (cf., inter alia, No. 11) unless Purchaser objects such an objection Seller shall be entitled to withdraw from the contract within a period of further ten (10) days by dispatch of a written declaration to the exclusion of any damage claims. 2. Right of Withdrawal, Right of Cash in Advance, Extension of Deadlines A pre-requisite for the supply obligation is Purchaser`s creditworthiness beyond reasonable doubt which the latter assures with the delivery of his order. In the event that contrary to this assurance there are doubts as to Purchaser`s creditworthiness or if Seller becomes aware of any circumstances after conclusion of the contract by which Seller`s claim to compensation in the amount indicated in the order is prejudiced and jeopardized, in particular, a considerable deprotest of cheques and promissory notes, or if Purchaser fails to pay due invoices in substantial amounts, if direct debit orders admissible pursuant to 6 are not honoured or if a credit insurance is not willing to insure an order of Purchaser or if Purchaser has not yet fully performed his payment obligations which are due under former purchase contracts with Seller or third parties, then Seller shall be entitled to demand advance payments or the provision of security or to claim compensation (see 7b), or to withdraw from the contract. Any delivery periods agreed shall be deemed to be interrupted as of such date. 3. Interruption of Delivery In the event of force majeure, labour disputes, government measures as well as business breakdowns without fault which last, or are likely to last, more than one week, current periods for the delivery or the remedying of defects shall be extended by the duration of such prevention, howeif the other party is not given immediate notice of the cause of such prevention. Unless such notice is given without delay, the other party may withdraw from the contract but has to give written notice of such withdrawal at least two (2) weeks prior to the exercise of such withdrawal right. 4. Subsequent Delivery Period After expiry of the delivery period a subsequent delivery period of eighteen (18) days shall commence without any further notice being required. After expiry of the subsequent delivery period the withdrawal from the contract to the exclusion of any damage claims shall be deemed to be effected unless Purchaser requests within a period of further twelve (12) days that the contract b) In case that Purchaser has not to be supplied by the Seller (e.g. according to 2 or 7 a of these Standard General Terms and Conditions of Delivery and Payment), in particular since Purchaser is in arrears with his acceptance or payment obligations, then Seller shall be entitled after expiry of ten (10) days after dispatch of a written notice to that effect to dispose of the products otherwise and to assert the loss suffered by him vis--vis the ordering party unless he intends to make use of his right of performance. If Seller claims damages, this amounts to 50% of the invoice proves a higher or if Purchaser proves a lower damage. 8. Reservation of Title a) The products delivered shall remain the property of Seller until full payment of all principal and accessory claims of Seller vis--vis Purchaser under the current business relationship. During the term of this reservation of title Purchaser is only entitled to sell the products within the scope of the ordinary business, he is not entitled to pledge such products or to assign them as security or to organize special sales. In the event of pledging Purchaser shall be obliged to immediately notify Seller of such pledging designating the products pledged and to notify Seller, in particular, of the address of the creditor, the date of the auction and the address of the competent bailiff. The costs of the defence against the seizure of products by third parties shall be borne by Purchaser. b) In the event that Purchaser is in default with the payment of one or several current invoices of Seller, in whole or in part, for a period of more than ten (10) days, then Seller shall be entitled to prohibit Purchaser to further dispose of these products, without the exercise of this right being connected with a withdrawal from the contract or a transfer of the contractual purchase price claim to a damage claim. c) In the event that the realisable value of the products being subject to a reservation of title exceeds Sellers receivables by more than 20%, Purchaser may demand that the ownership of the products is transferred to him in the value of the exceeding amount. Seller shall be entitled to select the parts to be transferred. 9. Price, Packaging, Dispatch (Shipment) Unless otherwise provided the prices shall be in Euro ex Sellers seat and shall be increased by statutory value-added tax, if any. Unless otherwise provided Seller shall determine the manner of shipment. Without any express agreement the products shall not be insured; they shall be transported at the expense and risk of Purchaser. 10. Delivery Dates a) of dispatch. b) The running of agreed delivery periods shall be interrupted as soon and as long as the ordering party is in default, in whole or in part, with his other payment and acceptance obligations vis--vis Seller also under any further agreements, if any. c) 11. Exclusion of Delivery In the event that on the part of suppliers certain materials and designs are not delivered or if by reason of a thin order book the manufacture of individual products is cancelled, then Seller shall be entitled to adjust the order given accordingly. An overall cancellation on the part of Purchaser shall be excluded in these cases. 12. On-Approval Consignments of the invoiced amount of the on-approval consignments. On-approval consignments which are not again in Sellers possession within eight (8) days after shipment shall be deemed to have ment date the date of the delivery slip shall be decisive in case of on-approval consignments. 13. Returns, Sale Any returns with the exception of on-approval consignments or notices of defects announced in advance require the approval of Seller without which they can be rejected. Any products resulting from inadmissible returns or the rejection of acceptance can be sold by Seller within ten (10) days after an appropriate advance notice like his other remaining stock unless delivery of such products has before been demanded by Purchaser and payment has been made. In case of a sale by Seller Purchaser shall receive a credit note in the amount of the proceeds realized by Seller. 14. Exclusivity ten consent of Seller. Purchaser shall be liable for all damages incurred by Seller by any violation of this Agreement. In case of the violation of exclusivity commitments made by Purchaser, which are based on the violation of this Agreement by other customers, Seller shall assign his claims under this Agreement to the injured party on the latters request so that the latter is able to proceed against the infringer. Any more far-reaching claims against Seller shall be excluded hereby. In principle, Seller shall make no exclusive sale commitments. Exceptions shall be subject to minimum purchasing quantities. Such a commitment shall only relate to the faons and models ordered and shall only apply to the respective season. 15. Side Agreements a) Any side agreements with persons, whose representative authority for Seller does not follow writing by Seller. b) Any statements of Purchaser relating to the order shall be addressed exclusively to Seller whose products will be made available, or similar statements. 16. Place of Performance and Venue a) Sellers seat. b) Venue also for proceedings based on promissory notes or cheques shall be Munich for all disputes between the parties. In the event that a domestic purchaser is not a merchant the foregoing agreement on the venue shall be concluded only for the case that the person against whom a claim is asserted by legal action after conclusion of the contract transfers his residence or habitual abode outside the purview of the German Code of Civil Procedure or if his ng of the action. c) ction at the seat of Purchaser. d) The legal relations also with foreign ordering parties shall be governed exclusively by German law. The applicability of the uniform UN Sales Convention CISG shall be excluded. Only the purchase law of the German Civil Code and the German Commercial Code shall be decisive. Even if this is not provided for in their domestic law, foreign and domestic purchasers shall be obliged to reimburse the supplier for all costs incurred in connection with the prosecution of his claims arising under a purchase order, including any costs incurred in Germany. 17. Miscellaneous a) In the event that a provision of these Standard General Terms and Conditions is or becomes ineffective, in whole or in part, then this shall not affect the validity of the remaining provisions. b) Insofar as these Terms and Conditions do not contain a regulation or are ineffective, in whole or in part, then the Uniform Terms of the German Textile and Clothing Industry as amended shall be applicable. c) In the event that tacitly a party does not make use of any rights to which it is entitled this shall not constitute a waiver of these rights. d) Seller is entitled to store personal data of Purchaser obtained within the course of the business relationship for his purposes. e) Insofar as these Terms and Conditions provide for a declaration in writing, such written form requirement shall also be deemed complied with if the declaration is transmitted by telex or facsimile.

be computed as of the day on which Seller is in receipt of this notice of Purchaser. Prior to expiry of the subsequent delivery period Purchasers claims for late delivery shall be excluded. The running of the subsequent delivery period of 18 days can be excluded exceptionally in the indidate of delivery with the effect that the consequences provided for otherwise only upon expiry of the subsequent delivery period already occur upon expiry of the agreed delivery period. Such an and shall not alter the fact that the seat of the supplier is the place of performance. of Defects, Partial Deliveries a) The ordering party shall be obliged to inspect the products immediately upon receipt and to notify Seller of any defects within an exclusion period of eight (8) days after receipt of the products. defects does not return the products to Seller within a period of one week. In case of hidden defects the statutory provisions shall be applicable.

b)

defect or deliver substitute products free from defects within a period of fourteen (14) days after return of the products. If Seller fails to remedy the defect or deliver substitute products Purchaser may request reduction of the purchase price or cancellation of the contract. c) Seller is entitled to effect partial deliveries according to the progress of production and to invoice them separately. d) In case of a purchase on approval or by sample Sellers liability for apparent defects shall be excluded if the products delivered are in compliance with the sample. 6. Payment, discounts and allowances, electronic invoices, statements of account, direct debit a) Invoice are issued on the date of despatch. Payment terms: Pre-orders: within 10 days of invoice date with 4% discount, from the 11th to the 30th day net. Re-orders: non-reduced stock items are payable net after 20 days. Reduced stock items are payable immediately due net. b) The client also consents to electronic invoicing and shall provide the Seller with a valid email address. c) In the event that Seller provides account statements with regard to outstanding invoices, the ordering party shall be obliged to review them whether they are correct. In the event that notwithstanding a respective reference in the account statement he fails to notify any discrepancies in writing within a period of ten (10) days, the receivables as calculated in the statement shall be deemed acknowledged. d) Seller shall be entitled but not obliged to have the invoiced amounts, which have not been including any costs and interest. The same shall apply to all further receivables of Seller which have become due and payable on the basis of Purchasers arrears of payment. are settled against the less secured, otherwise against the prior principal claim.

e)

7. Arrears of Payment, Exclusion of Set-Off, All-inclusive Compensation in the amount of 50 % a) If Purchaser falls in arrears in whole or part with his purchase or payment commitments to a granted to Purchaser shall be reduced to seven (7) days as of the date of invoicing. This forfeiture of the originally agreed period for payment shall apply to all claims (receivables) of Seller under the orders given by Purchaser until the day of forfeiture and their complete payment. If payment is made after the due date, then Purchaser shall pay interest in the amount of 8 percentage points above the basic interest rate as of the due date. The interest rate is higher in case that Seller proves a burden at a higher interest rate. Prior to the complete payment of invoiced delivery of Seller by the ordering party, Seller shall not be obliged to effect any further delivery under any current contract. Any offset by Purchaser or any retention of goods is admissible only in case of undisputed or legally established claims.