These general sales terms and conditions (GSTCs) apply to all products (Products) provided by Corowell US Inc or any of its affiliates (Corowell), unless explicitly agreed otherwise. No general terms and conditions of any buyer (Buyer) or similar conditions of purchase shall apply to the sale by Corowell and purchase by Buyer of any Products and such shall sale and purchase be solely governed by these GSTCs and any other explicitly agreed terms between Corowell and Buyer. Any reference to Buyer’s general purchasing terms and conditions or similar conditions of purchase shall not be valid and be fully disregarded by Buyer and Corowell.

1. Order placement

By placing the order, the Buyer accepts these GSTCs. Orders placed orally, in writing or via remote data transmission only become legally binding if they have been confirmed by Corowell in writing (including via email), or if Corowell has sent the Products. Special requests, e.g., for external packaging, shipping, and quality, must be repeated in every order. Orders from private individuals cannot be accepted. Non-stock items procured on behalf of customers are excluded from exchange or return. Orders accepted by Corowell cannot be cancelled by Buyer thereafter.

2. Delivery

Delivery of the Products is EXW (Ex Works, Incoterms^© 2020) at the location designated by Corowell, unless different delivery terms are agreed between Buyer and Corowell or mandated by the producer of a Product (as will be indicated on the order confirmation). Buyer shall be obliged to fully cooperate in the delivery of the Products to be delivered by Corowell under any order and any instructions from Corowell in that regard. Corowell chooses the packaging of the Products. Additional costs that arise due to special requests for packaging or handling (e.g., express orders) accepted by Corowell will be invoiced separately. Buyer shall accept the delivery of the Products by taking possession thereof at delivery. Upon Corowell´s request, Buyer shall execute an acceptance certificate for each delivery and ensure that the person attending the delivery upon Buyer´s behalf is authorized to represent Buyer in this regard.  If Corowell is prevented from fulfilling its obligation due to unforeseeable circumstances, the delivery period will be extended appropriately if the delivery or service is reasonably affected by such. Unforeseeable circumstances include, for example, operational disruptions, labour strikes, and events qualifying as force majeure under applicable law, regardless of whether they occurred in our factory or at our suppliers. If the aforementioned circumstances make delivery or service impossible for Corowell, it shall be released from its obligations under any then pending order. Corowell may suspend its delivery obligation if and for as long as the buyer is in arrears with a payment or in breach of any of its other obligations hereunder or under any order. Corowell reserves the right to adjust order quantities accordingly if these do not correspond to the unit of quantity of standard packaging or if such are not available at Corowell at all or in time. Delivery dates agreed are indicative dates and not fatal. Corowell reserves the right to deliver in partial deliveries, whereby all partial deliveries are charged individually and are due for payment at the time they are due according to the invoice, regardless of further deliveries. A delay in delivery does not release Buyer from his obligation to accept the remaining deliveries.

3. Retention of title

All Products delivered by Corowell under any order remain Corowell’s property until Buyer has paid all of his liabilities in respect thereof in full. Corowell is entitled to have its retention of title registered at Buyer’s place of residence in any public register kept by any applicable authority as Corowell deems useful. Until Buyer pays the respective invoices for Products in full, Buyer shall ensure that the respective Products regarding which it has not yet fulfilled its payments obligations are kept separately from other Products and that such are clearly identifiable as bearing Corowell’s retention of title. Corowell may enter Buyer´s premises without prior notice during business hours to (i) inspect any Products compliant about by Buyer, (ii) inspect Buyer’s compliance with these GSTCs, and/or (iii) repossess any Products in respect of which Corowell can claim a retention of title in the event Buyer has breached any of its obligations hereunder.

4. Prices and taxes

The prices of Products as listed by Corowell are indicative sales prices without sales tax, as well as without all other fees, duties, and taxes, based on EXW (Ex Works, Incoterms^© 2020) delivery as stated above. The prices of the Products (Prices) are not binding upon Corowell and may be varied at its sole discretion before any order is accepted by Corowell.

Corowell provides a Manufacturer Suggested Retail Price (MSRP) for its products. Buyer agrees to uphold this MSRP to maintain value perception of the Products in the market. Failure to do so could lead to withdrawal of access to the Corowell infrastructure needed to operate a Product, at sole discretion of Corowell.

Corowell shall be entitled to increase the Prices should one or several of the following circumstances occur after the conclusion of the order: (i) rise in the costs of materials, semi-finished products or services required for executing the contract, (ii) rise in the cost of forwarding, wages, employers’ contributions to social insurances, or costs of other employment conditions, (iii) the introduction of new and the increase in existing government levies on raw materials, energy or residues, (iv) substantial changes in currency rates or, (v) generally speaking, other circumstances that are comparable with the above or have a similar cost increasing effect for Corowell. The calculation is made in the currency of the prices stated in the respective order. Any value added taxes, sales taxes, withholding taxes, charges, duties, levies or similar or other taxes applicable to any order (Taxes), the import or export of any of the Products, the Prices, or otherwise resulting from any order, save for taxes imposed on Corowell regarding its income, shall for the account of and be payable by Buyer. Buyer shall indemnify Corowell against any and all such Taxes and increase any amount it needs to pay to Corowell as to ensure that Corowell receives the respective Price set forth on the invoice net of any such Taxes.

5. Terms of payment

Payment obligations are due upon order without any deduction, set off of suspension being applied to such and Buyer waives any and all right it may have in this regard to the fullest extent permissible under applicable law. The payment obligation is only fulfilled when the invoice amount has been paid into a Corowell´s designated bank account. If the respective payment is not received by Corowell in time, Corowell is entitled to charge late payment interest in respect thereof at a rate equal to one (1.0%) compounded per month or the applicable maximum statutory late payment interest rate if such is lower. A discount is generally not granted, even if prepayment or payment is made before the final due date thereof. Corowell can request advance payment or guarantees regarding any individual order, even if such was not requested previously by Corowell, at the time the order is concluded. Corowell can also request advance payment or prepayments at any time thereafter if the payment deadline is exceeded or there are doubts about the customer’s solvency. In such events, Corowell may also revoke payment terms that have been granted. Should individual invoice items be disputed, this does not release Buyer from its obligation to settle all undisputed items within the payment terms stated on or applicable to the invoice.

6. Complaints, returns, warranty and liability

Immediately after receipt of the Products, Buyer must check whether the quality and quantity correspond to the respective order. Any damage must be recorded, including by photo evidence and samples. Defects that can be identified during the proper inspection of the Products and in the case of deliveries of Products or quantities other than those ordered must be complained about within seven (7) calendar days of receipt of the Products. If Buyer fails to complain in good time, the goods shall be deemed accepted and complying with the order in full in terms of quality and quantity. Complaints do not release Buyer from the obligation to pay the invoices in full. Products complained about may only be returned to Corowell with Corowell´s express written consent, which consent shall not entail an acceptance by Corowell of the respective complaint. Corowell reserves the right to investigate the respective complaint (or have such conducted by a third party) and does not accept such unless and until Corowell accepts such compliant in writing (including via email). Products that are not in stock cannot be exchanged or returned. Used or damaged Products as well as Products without undamaged original packaging cannot be exchanged or returned. For returns and cancellations of Products in unusually large order quantities, the return conditions of the respective manufacturer plus any incurring activities apply. If Buyer orders incorrectly, 25% of the value of the Products will be charged as re-storage and processing fees. In the case of shortages of Products that are complained about in good time, Corowell has the choice between subsequent delivery or the corresponding credit.

7. Limitation of liability

Claims for damages by Buyer due to delay or impossibility of any order which Corowell is responsible are, except in the case of wilful intent and gross negligence, limited in amount to the invoice value of the number of Products that Corowell has not delivered or the delivery of which we Corowell is in default. If damage has been caused by gross negligence or wilful misconduct, Corowell´s liability is limited to the foreseeable damage as a result of this breach of duty with a maximum of the value or the respective Order expressed as the respective Price invoiced by Corowell for such excluding any Taxes. Buyer´s sole remedy for any defect Products covered by the warranty set forth herein, shall be replacement of the respective Products or crediting of the respective (pro rata part of) the Prices, to be determined by Corowell at its sole discretion.

8. Warranty

The Products are warranted for a period of thirty (30) calendar days by the manufacturer subject to the shorter notification period for complaints and provided that Buyer has complied in full with any storage specifications regarding the Products as notified by Corowell in writing (including via email). The warranty period begins on the day of delivery and is recorded on the delivery documents. Wear parts are excluded from the guarantee. Products that can be proven to have become defective as a result of material or manufacturing defects will be replaced free of charge, provided the defect is reported within the guarantee period. No guarantee is given for replacement components that have not been installed by our staff or the manufacturer or for breakage of glass, glass-ceramic, ceramic materials, or packaging. The warranty claim immediately expires if Buyer does not comply with its contractual obligation. For services, Corowell is only liable for careful execution. Further claims as well as causal liability, liability for consequential damage or for any loss of income are fully excluded.

9. Property rights

No license to any of our property rights is associated with the acquisition of the Products. Corowell expressly points out that the export of the Products can lead to infringements of third-party industrial property rights and assumes no liability in such cases. The marking of the brands with any trademark designation means that the marked brands are protected in the country of origin of the manufacturer. Corresponding trademarks are also protected in other countries in individual cases. All trademarks, service brands, labels and logos are registered and unregistered trademarks of Corowell or third parties. None of the content is to be interpreted in such a way that it grants a right to use it, and any use of these symbols, names and logos is prohibited. Data, e-mails and catalogue information sent by Corowell, as well as the item information displayed on the Internet, are copyrighted information that may not be passed on to third parties, nor copied or displayed within third-party frameworks.

10. Ineffectiveness of individual provisions

Should any of the provisions set forth in these GSTCs be unenforceable or invalid, this shall not affect the validity of the other provisions and Parties shall use best efforts to replace the respective affected provision by a valid and enforceable provision which reflects as closely as possible the original unenforceable or invalid provision.

11. Validity, governing law and jurisdiction

By placing an order, Buyer recognizes the validity and applicability of these GSTCs and all their terms and conditions. These GSTCs and any order concluded hereunder are governed by and subject to the laws of the state of Colorado. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply. Any and all disputes arising from these GSTCs or any order concluded hereunder shall be exclusivity submitted to the competent court in Colorado, USA.