General Sale and Delivery Conditions of Grohe AG
The following General Sale and Delivery Conditions (GTC) shall apply to all deliveries andservices provided by us. If not stated otherwise in these GTC the statutory provisions shallapply to all agreements. Any conditions of the customer which diverge herefrom shall not
apply, even if not expressly contradicted by us.
I.

Offers and acceptance1.

Our offers are non-binding and without obligation. An agreement shall only come into
force with a written confirmation of order.
We reserve the right to cancel any confirmed orders in the following events: a) The
customer requests to postpone delivery for more than 30 calendar days (applicable onlyto Wholesale/Retail channels) or for more than 90 calendar days (applicable only toProjects channel) from the originally communicated delivery date in the orderconfirmation. b) The customer does not fulfill the payment terms as stipulated in theorder confirmation. Additionally, storage costs resulting from delays of the delivery forwhich the customer is responsible (including negative credit risk assessments) may becharged.

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II.

Scope of delivery

1.

Our order confirmation or any individually negotiated agreement shall be definitive for thescope of the delivery.
We reserve the right to make amendments to adjust the subject of the performance tothe state of technology in as far as data regarding the subject of the performance as awhole are not substantially affected and the customer can be reasonably expected toaccept such change. We shall inform the customer in advance of any material changes
to the execution of deliveries.

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III.

Prices and payment conditions

1.

All prices shall be expressed in Euro plus Value Added Tax ex works or warehouse. The
costs for packaging and freight shall be borne by the customer in as far as no otheragreement was reached in the order confirmation.
We reserve the right to increase prices in order to cover any wage and/or material priceincreases for deliveries which are made later than four months after conclusion of theagreement.
Our invoices shall be due for payment within 30 days of the date on the invoice without
deduction, unless otherwise agreed.
In the event of payment default the customer shall pay interest on our claims at thestatutory rate under German law, without necessity for a reminder..
If the creditworthiness of the customer materially deteriorates after the conclusion of theagreement, we shall be entitled to demand reasonable security before executing oursupplies and services. If the customer does not satisfy this request in good time, we areentitled to rescind the agreement; the customer shall not have any compensation claims.
The customer may not set off counterclaims unless the counterclaim is undisputed or
res judicata.

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IV.

Time and place of delivery, transfer of risk

1.

Deadlines and dates are non-binding, unless otherwise agreed in writing. If we haveexpressly bindingly committed ourselves to a delivery deadline in the order confirmation
the delivery deadline shall only begin to run after clarification of all details for theexecution of the order.
In the event of non-observation of an - exceptionally - binding deadline for which we are
not responsible reasonable extension to the deadline shall be granted. This shall apply
in particular in the event of industrial action and of force majeure in our business or in thebusiness of a supplier. We shall inform the client as soon as possible of the beginningand end of such circumstances.
If we are in default owing to an - exceptionally - binding deadline then the compensation
claim to which the client is entitled as a result of the infringement of duty which can be
attributed to us and for which we are responsible shall be limited to 2% of the purchaseprice per complete week and to a maximum of 10% of the purchase price.
We are entitled to make part deliveries at any time.
Supplies and services shall be ex works or warehouse, unless expressly stated otherwise
in writing. The provision of supplies and services at other locations shall be at the costand risk of the customer.

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V.

Reservation of title

1.

We reserve the right of ownership in the item to be delivered until payment in full of thepurchase price including the charges for any additional services. Moreover, the items
delivered to commercial customers shall remain our property until satisfaction of all
claims from the respective business association, irrespective of legal reason, including
default interest and the cost of prosecution.
Any processing of the reserved goods shall be in our name. If our property is installed ingoods of third parties, we shall become co-owners of the newly created product in relation
to the value of the reserved goods to the third party goods also used. The products socreated shall also be regarded as our reserved goods.
The customer is entitled to sell on reserved goods only in the context of reservation oftitle. Other disposals, pledges or transfers of ownership by way of security are notpermitted. If third parties have access to the reserved goods, the customer shall refer toour ownership and inform us without undue delay.
The customer now assigns to us all claims arising from the re-sale of the reserved goods,
including ancillary rights in the amount of the value of the reserved goods. As long as thecustomer satisfies his payment obligations duly he is entitled and obliged to collect theassigned claims. If the customer falls into default we are entitled at any time to revoke
the direct debit authorisation and to inform the purchasers of the customer of theassignment as well as to withdraw the reserved goods or, if appropriate, to demand theassignment of the surrender claim of the customer vis-à-vis third parties. At our request
the customer shall disclose the assignment and hand us without undue delay thenecessary information and documents. In the event of payment default or application forthe commencement of insolvency proceedings on the assets of the client we shall beentitled to immediately re-possess the delivered goods. The return or pledge of thereserved goods to us does not represent rescission of the contract. Any transport or othercosts incurred by us by taking back the goods shall be at the expense of the customer.
Nos. 1 to 4 above shall apply in as far as the rights of reservation set out there can belegally grounded in the country in which the customer has its domicile. As an alternative
the rights concerning secure possession applicable at the domicile of the customer shallbe as agreed in our favour. The customer undertakes to assist us in all measures toground and maintain our property rights in the goods delivered.

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VI.

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VIII. Compliance, Indemnity and Termination in Case of Breach1.

Rights of the customer in the event of defects on delivery.

We guarantee that the goods supplied by us correspond to the agreed condition and, in theevent that no such agreement exists - to usual conditions. In the event of faults in the supplied
goods we are liable as follows:
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We undertake to remedy faults in the supplied goods either by improvement orreplacement delivery as we choose. If, following a first demand the customer has set afurther deadline which has expired without success or if two attempts to secure
subsequent improvement or one replacement delivery have been unsuccessful, thecustomer may at its discretion demand rescission of contract or reduction in price.
The discovery of faults shall be reported to us in writing without undue delay. The
statutory inspection and complaint duties of commercial customers shall remain
unaffected thereby.
No liability shall be assumed for unsuitable or inappropriate use, faulty assembly orcommissioning by the customer or third parties, natural wear and tear, faulty or negligent
treatment, unsuitable operational means or chemical, electrochemical or electricalinfluence, in as far as they cannot be attributed to us.
The limitation period for claims on the ground of defects shall be one year. It shallcommence on delivery of the contractual goods.

VII. Liability and compensation
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Our liability is excluded unless we are guilty of intent or gross negligence or if we areliable for personal injury or damage to property under the provisions of the Product
Liability Act (Produkthaftungsgesetz) which occurred when using the goods supplied.
Furthermore, the exclusion of liability shall not apply if the damage incurred is based on
the infringement of a material contractual duty (cardinal duty). A cardinal duty is a basic
and material contractual obligation, the satisfaction of which is only made possible by
the fulfilment of the purpose pursued by the customer when concluding the agreement
and the fulfilment of which the customer trusts in and may trust in. If we are liable undersentence 1, the liability is restricted to the damage foreseeable when the agreement isconcluded.

In the event of damage to property for which we are responsible, our liability is restricted
to the replacement performance under our liability insurance. In as far as this does notapply, we are liable in the context of the restriction of our liability in content and scope
pursuant to paragraph (2) above.

2.

The customer (including its employees or agents) shall observe all applicable laws andregulations in connection with its duties. In particular, the customer (including itsemployees or agents) shalli.
not make, arrange nor support any direct or indirect payments, material allowances
or gifts to third parties, especially but not limited to its customers, their employees,
shareholders or managing directors, and shall not accept nor agree to accept any
such payments/allowances as may constitute an illegal or corrupt practice under
the relevant laws (“Anti-Corruption Obligation”);
ii.
comply with applicable Trade Sanctions and Export Control Laws in their conduct
related to the goods. Trade Sanctions and Export Control Laws shall mean theexport controls, economic, financial or trade controls or sanctions laws, regulations,embargoes or restrictive measures, administered, enacted or enforced by theUnited Nations, the European Union and each of its member states, Japan and theUnited States, as well as any other such laws, regulations, embargoes or restrictive
measures administered and enforced by other jurisdictions when applicable toactivities or dealings related to the goods. (“Trade Compliance Obligation”);
iii. notwithstanding the generality of sub-clause (ii) above, not resell, export, reexport,distribute, transship or transfer our products, or any spare parts, warranty items or
technical data related to our products, directly or indirectly, to, through or for thebenefit of a person or entity located, headquartered or operating in or organizedunder the laws of Cuba; Iran; North Korea; Crimea; Syria; the non-government
controlled areas of Ukraine in the oblasts of Donetsk, Kherson, Luhansk andZaporizhzhia; the Russian Federation or the Republic of Belarus ("SanctionedCountries") (such list of countries or regions as may be updated by us andcommunicated to you from time to time at our sole discretion);
iv. comply with competition law and, in particular, with all antitrust regulations(“Antitrust Obligation”);v.
at all times maintain strict compliance with the Anti-Corruption, Antitrust and Trade
Compliance Obligations, monitor its employees and agents to ensure theircompliance with these obligations and, in all its dealings, make clear that it is actingin accordance with the Anti-Corruption, Antitrust and Trade ComplianceObligations.
In the event of any breach of the Anti-Corruption Obligation, Antitrust Obligation or Trade
Compliance Obligation,i.
we shall be entitled to receive compensation for damages;ii.
the customer shall indemnify us and hold us harmless from any and all claims ofthird parties;iii. we are entitled to terminate the agreement.

IX.

Final Provisions

1.

Place of performance and payment is our domicile. Forum shall be Düsseldorf. We areentitled to sue the customer at its domicile.
German law shall apply exclusively. The application of the CISG (Convention on
Contracts for the International Sale of Goods dated 11.04.1980) is ruled out.
Amendments and additions to this Agreement including these GTC shall be in writing.
This shall also apply to a supplement or amendment to this written form requirement.
If individual provisions of these GTC should be or become invalid this shall not affect thevalidity of the other provisions. In such an event the parties involved are obliged to jointly
establish legally effective substitute provisions which reflect as closely as possible theeconomic intent of the ineffective provision.

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You can find our information on data protection at:https://www.grohe.com/en/corporate/privacy.html
Status: 04/2024