Terms and Conditions

General Terms and Conditions of GO2 GmbH

Business Customers

1. General

1.1. These General Terms and Conditions (GTC), which the respective customer acknowledges upon conclusion of the contract, apply to all business relationships of GO2 GmbH (hereafter referred to as: GO2). The GTC apply in particular to contracts relating to the sale and/or delivery of movable goods.

1.2. The GTC shall only apply if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

1.3. Unless otherwise agreed, the GTC shall also apply to future contracts of the same type with the customer concerned, even if they are not expressly agreed again.

1.4. Alternative provisions, in particular the General Terms and Conditions of the customer, shall not become part of the contract, even if they are not expressly excluded. This shall also apply if services are performed without reservation in the knowledge of the customer's General Terms and Conditions.

1.5. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these GTC. Subject to proof to the contrary, a written contract or written confirmation from GO2 shall be decisive for the content of such agreements.

Furthermore, any deviating provisions in the offer or order confirmation letters of GO2 shall take precedence over these GTC.

1.6. Legally relevant declarations and notifications of the parties with regard to the concluded contract and within the meaning of these GTC (e.g. setting of a deadline, notice of defects, withdrawal or reduction) must be submitted in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and other evidence, particularly in the case of doubts concerning the legitimacy of the declarant, shall remain unaffected.

2. Conclusion of the Contract

2.1. All offers made by GO2 are subject to confirmation and non-binding. This shall also apply if GO2 has provided the customer with catalogues, other product descriptions or documents.

2.2. Orders placed by the customer shall be considered to be a binding contractual offer. The contract shall not be deemed to have been concluded until the order has been confirmed by GO2 in writing or if the goods have been sent by GO2.

2.3. Unless otherwise stated in the order, GO2 is entitled to accept a contractual offer from the customer within two weeks of receipt.

3. Delivery, Transfer of Risk, Dispatch, Return Shipping

3.1. Delivery dates are non-binding unless otherwise agreed. GO2 shall however endeavour to meet the specified delivery dates.

3.2. Delivery shall be made at the registered office of GO2, which shall also be the place of performance for the delivery and any subsequent performance. At the customer's request and expense, the goods will be shipped to an alternative destination. In this case, GO2 shall be entitled to determine the type of shipment (transport company, shipping route, packaging) itself.

3.3. GO2 shall be entitled to make partial deliveries. Each partial delivery shall be deemed as an independent delivery in terms of payment, acceptance, default of receipt, right to complain, etc.

3.4. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon transfer to the customer. In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the forwarding agent, carrier or any other person or body designated to carry out the shipment at the time of the delivery of the goods. If an acceptance test has been agreed, this shall be decisive for the transfer of risk. In all other respects the statutory provisions of the law on contracts for goods and services shall also apply accordingly to any acceptance test that has been agreed. Transfer or acceptance shall be deemed to have taken place if the customer is in default of acceptance.

3.5. The goods are shipped uninsured at the customer's risk. However, GO2 shall be entitled to insure the shipment of the goods within the customary scope of trade and to charge the costs incurred for this to the customer.

3.6. The costs of packaging and shipping shall be borne by the customer. These costs amount to a flat rate of €8.00, or €16.00 for cash on delivery (comprising costs for packaging and shipping amounting to €8.00 plus a €8.00 transfer fee charged by DHL/UPS). In the case of subsequent deliveries using cash on delivery, only the DHL transfer fee amounting to €8.00 will be charged. For orders with a net value of €200.00 or higher, the customer's order will be shipped postage free within Germany. This does not apply to deliveries containing care products, tools, displays and/or stands. Furthermore, we reserve the right to change the shipping partner and redefine the delivery costs accordingly.

3.7. Any delivery not accepted by the customer shall be stored at his own cost. Additional delivery costs amounting to €8.00 shall be charged for each additional time the goods are sent. GO2 reserves the right not to accept return shipments where delivery has not been prepaid.

3.8. Returns must be sent to GO2 in a clean state, otherwise GO2 reserves the right not to accept them.

4. Impediments to Delivery Due to Force Majeure

4.1. If GO2 is unable to meet binding delivery deadlines due to force majeure, GO2 is entitled to delay the delivery or fully or partly withdraw from the contract in accordance with the following provisions.

4.2. Cases of force majeure are external events caused by elementary forces of nature or the actions of third parties which are unforeseeable according to human insight and experience, which cannot be prevented or rendered harmless by economically acceptable means, even with the utmost care reasonably to be expected in the circumstances, and which could not be accepted by GO2 due to their frequency. In particular this can be the case in the event of impediments to performance due to

• war, armed conflicts and/or civil wars, riots and rebellious uprisings,
• terrorist attacks or piracy,
• natural disasters, epidemics, pandemics and plagues,
• strikes and other labour disputes,
• legal and official government measures.

4.3. The non-punctual delivery of materials and supplies to GO2 by its suppliers is equivalent to cases of force majeure if GO2 concluded a congruent backup agreement and neither GO2 nor the supplier is at fault and GO2 is under no obligation to procure in a particular case.

4.4. In the case of force majeure resulting in a temporary impediment to performance, GO2 has the right to delay the delivery by a maximum of three months. If the period of three months is exceeded, both the customer and GO2 have the right to fully or partly withdraw from the contract.

4.5. In the case of force majeure resulting in an irreparable impediment to performance, both GO2 and the customer have the right to fully or partly withdraw from the contract or extraordinarily terminate the contract.

4.6. GO2 shall immediately notify the customer of a temporary or irreparable impediment to performance due to force majeure. In the case of a withdrawal in accordance with the above provisions, GO2 shall immediately reimburse the customer for any consideration that has already been performed.

4.7. Otherwise, the rights of the customer granted by these GTC remain unaffected by the above clauses. Mandatory legal rights of the contracting parties, in particular for the legal exclusion of the obligation to perform (e.g. due to the performance and/or subsequent performance becoming impossible or unreasonable) also remain unaffected.

5. Prices and Terms of Payment, Default

5.1. Unless otherwise agreed, the current prices GO2 at the time of the conclusion of the contract shall apply in each case. The prices are ex-warehouse net prices plus the applicable statutory taxes.

5.2. Unless otherwise agreed, deliveries from GO2 shall be payable via cash on delivery or cash in advance without deductions. GO2 is entitled at any time – also within the framework of its current business relationships – to carry out a delivery or service in whole or in part in return for advance payment only. GO2 shall declare a corresponding reservation at the time of order confirmation at the latest.

5.3. In the case of cash in advance and direct debit, GO2 shall grant the following discounts depending on the net value of the goods:

When calculating the net value of the goods decisive for the discount, care products, accessories, tools, displays and stands shall not be considered.

5.4. In the absence of a special agreement, payments are due within 14 days of invoicing and delivery or acceptance.

5.5. If several claims exist against a customer, payments shall be settled in accordance with Section 366(2) German Civil Code (BGB). A deviating repayment arrangement of the customer is excluded.

5.6. Upon expiry of the payment deadline in 5.4, the customer shall be in default. If the customer defaults in his obligation to perform, GO2 has the right to pay interest on the purchase price during the period of default at the statutory default interest rate and to demand a flat-rate reimbursement amounting to €2.50 for payment reminders. It is up to the customer to prove that GO2 has suffered only minor loss or damage, or none at all. The assertion of further default-related damages claims remains unaffected by the flat-rate reimbursement.

5.7. In the case of chargebacks, GO2 reserves the right to charge a processing fee amounting to €5.00. It is up to the customer to prove that only minor loss or damage has been suffered, or none at all.

6. Price Adjustments

6.1. If the goods are contractually required to be delivered more than four months after the conclusion of the contract or the performance is provided as part of a continuing obligation, GO2 shall be entitled to adjust the price if the costs to be borne by GO2 for public levies change to a material extent. The price adjustment shall be limited to the extent of the changes in the public levies.

6.2. GO2 is obliged to offset cost reductions of individual price components with cost increases of other price components.

6.3. If the price adjustment leads to an increase of more than 5% of the total price, the customer shall have the right to extraordinary termination or withdrawal.

7. Retention of Title

7.1. Until full payment of all present and future claims of GO2 that arise from the contract that has been concluded and/or any current business relationship, including all current account balance claims (secured claims), the GO2 shall retain the title to the delivered goods.

7.2. The goods which are subject to a retention of title may not be pledged to third parties nor transferred by way of security until the secured claims have been paid in full. The customer shall immediately notify GO2 in writing if an application for the opening of insolvency proceedings is filed or if the goods belonging to GO2 are accessed by third parties (e.g. seizures).

7.3. The customer is obliged to treat the goods owned by GO2 with care and to insure them at its own expense against water, fire, explosion and theft. Upon request, the customer shall provide proof of insurance.

7.4. If the customer acts contrary to the terms of the contract, in particular if the prices that are due are not paid, GO2 shall be entitled to withdraw from the contract in accordance with the legal regulations and/or demand the return of the goods on the basis of the retention of title. The demand for the return of goods shall not be deemed to include a simultaneous declaration of withdrawal; instead, GO2 shall only be entitled to demand the return of the goods and reserve the right of withdrawal. If the customer fails to pay the due purchase price, GO2 shall only be entitled to assert the rights if it has unsuccessfully set the customer a reasonable deadline for payment beforehand or such a deadline may be dispensed with according to the legal regulations.

7.5. The customer is entitled to sell or process the delivered goods in the ordinary course of business until revoked in accordance with 7.5. c. The following shall apply in this case:

a. The retention of title shall extend to the full value of the products that result from the processing, mixing or combination of the goods of GO2 and GO2 shall be deemed to be the manufacturer. If the property rights of third parties remain in force in the case of the processing, mixing or combination with goods of third parties, GO2 shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods which are delivered under retention of title.

b. The claims against third parties arising from the re-sale of the goods or the product are hereby assigned as security by the customer to GO2 in their entirety or to the level of any co-ownership share of GO2 in accordance with the preceding paragraph. GO2 hereby accepts the assignment. The obligations of the customer stated in 7.2. and 7.3. shall also apply with regard to the assigned claims.

c. The customer shall remain authorised to collect the claim in addition to GO2. GO2 undertakes not to collect the claim as long as and provided that the customer meets its payment obligations towards GO2, there is no inability to pay on the part of the customer and GO2 has not asserted the retention of title by exercising a right according to 7.4. If this is the case, however, GO2 may demand that the customer disclose the assigned claims and their debtors, provide all information required for collection, transfer the associated documents and inform the debtors (third parties) of the assignment. In this case, GO2 shall also be entitled to revoke the customer's permission to further sell and process the goods which are subject to the retention of title.

7.6. If the realisable value of the securities exceeds the claims of GO2 by more than 10%, securities shall be released at the customer's request at the discretion of GO2.

8. Liability for Defects, Duty to Submit Notice of Defects

8.1. The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise specified.

8.2. The basis of the liability for defects of GO2 are above all the quality agreements that have been entered into. Insofar as the properties have not been agreed, an assessment shall be carried out in accordance with the statutory provisions as to whether a defect exists or not. However, GO2 shall assume no liability for public statements of the manufacturer or other third parties (e.g. advertising statements), to which the customer has not referred to as being decisive for itself.

8.3. Samples provided to the customer by GO2 before the conclusion of the contract only show the general appearance of the goods and, naturally, cannot contain all properties and differences in colour, look, texture and structure of the goods. Unless expressly agreed, samples are non-binding with regard to the properties of the goods.

8.4. In the case of a mutual commercial transaction, the customer's claims for defects shall presuppose that the customer has fulfilled its statutory obligations to inspect and submit notice of defects (Sections 377, 381 of the German Civil Code (BGB)). If a defect becomes apparent during the delivery, inspection or at any later point in time, GO2 shall be notified of this immediately in writing. If the customer fails to carry out the proper inspection and/or submit notification of defects, the liability of GO2 for the defect which is not reported or not reported in time or in the appropriate manner shall be excluded in accordance with the statutory provisions.

8.5. If it is not a mutual commercial transaction, the customer shall be obliged to notify GO2 in writing of any obvious defects within 14 days of delivery. If a non-obvious defect is found subsequently, the customer shall be obliged to report it in writing within one year of delivery. If the customer fails to carry out the proper inspection and/or submit notification of defects, the liability of GO2 for the defect which is not reported or not reported in time or in the appropriate manner shall be excluded in accordance with the statutory provisions.

8.6. After an agreed acceptance test of the goods by the customer has been carried out, the notification of defects that can be detected during the agreed type of acceptance shall be excluded.

8.7. Claims by the customer for reimbursement of expenses pursuant to Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 of the German Civil Code (BGB)) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, 327 Paragraph 5, 327u of the German Civil Code (BGB)).

9. Liability of GO2

9.1. Unless otherwise stipulated by these General Terms and Conditions or the contract, GO2 shall be liable for compensation only in the case of intent and gross negligence. This shall not apply to claims for damages

a. due to injury to life, body or health,

b. based on the Product Liability Act,

c. based on a breach of essential contractual obligations.

Essential contractual obligations are those whose fulfilment is required to achieve the purpose of the contract.

9.2. In the case of a negligent breach of an essential contractual obligation, the liability of GO2 shall be limited in terms of amount to the damage which is foreseeable and typical according to the nature of the transaction in question.

9.3. The liability limitations resulting from clauses 9.1. and 9.2. shall also apply in the case of breaches of duty by or for the benefit of persons whose fault is attributable to GO2 in accordance with statutory provisions.

10. Statute of Limitations

10.1. The general limitation period for claims arising from material defects and defects of title shall be one year and shall begin upon the delivery by GO2 and, in the case of work performed by GO2, upon its acceptance.

10.2. Other special statutory limitation provisions (in particular, Section 438, Paragraph 1, Subparagraph 1, Paragraph 3, Sections 444, 479 of the German Civil Code (BGB)) shall remain unaffected.

10.3. The above limitation periods as stipulated by the law on the sale of and/or on contracts for goods and services shall also apply to contractual and non-contractual claims for damages by the customer which are based on a defect in the goods, unless the application of the standard statutory limitation period (Sections 195, 199 of the German Civil Code (BGB)) would result in a shorter limitation period in the individual case. However, claims for damages asserted by the customer pursuant to Clause 9.1. a. and b. shall become statute-barred exclusively in accordance with the statutory limitation periods.

11. Assignment, Offset, Right of Retention

11.1. Offsetting by the customer shall only be permissible on the basis of counterclaims which have been legally determined or explicitly recognised by GO2.

11.2. The assertion of rights of retention by the customer shall only be permitted if the counterclaim is based on this contract.

11.3. The customer may assign or pledge claims against GO2 only with the written agreement of the latter.

12. Choice of Law, Place of Performance, Place of Jurisdiction

12.1. The legal relationship between GO2 and the customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

12.2. The place of performance for services and payments is Bochum (Germany).

12.3. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be that of the registered office of GO2. The above shall also apply if the customer does not have a general place of jurisdiction in Germany or moves its place of residence or habitual abode outside the Federal Republic of Germany after placing the order or if its habitual abode is unknown at the time the action is filed.

13. Final Provisions, Language versions

13.1. Insofar as provisions of these GTC or the contract are wholly or partially invalid, void or unenforceable or lose their legal validity or enforceability at a later time, this shall not affect the validity of the remaining provisions.

13.2. The above shall also apply if it becomes apparent that the GTC or the contract contain an omission. In place of the invalid, void, unenforceable provision, or in order to make up for the omission, an appropriate provision shall apply which, insofar as this is legally permissible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered the point upon the conclusion of the contract or upon the subsequent inclusion of a provision.

13.3. The GTC of GO2 exist in a German Version and an English Version. In case of discrepancies between both versions, the German version shall prevail.

(correct as of January 2026)