General Terms & Conditions

1. General trading conditions 

Global Supreme GmbH’s general trading conditions apply exclusively for validity for themselves and exclusively for all contracts signed and accepted by them only. To deviating as a Supplier, general trading conditions of Global Supreme’s buyers/customers or other contracting parties they are only bound if they expressly agreed in writing. These conditions apply at the latest when goods are received and accepted. They apply, even if we implement the supply unreservedly in knowledge of opposing conditions of the customer/buyer. 

2. Contract conclusion, in writing 

a) The offers of GlobalSupreme GmbH are not-binding, declared, if not noted differently EXW Germany incl. general packaging necessary to deliver and as indicated in article description or quotation.

A contract conclusion will only become affective with a written confirmation of order. 

b) Special agreements and/or changes and additions of the contract will only be effective after confirmation by Global Supreme GmbH in writing. 

3. Prices 

a) The prices of GlobalSupreme GmbH are to be plus the legal value added tax. 

• b)  If between contract conclusion and date of delivery intended for the entire supply or parts more than six weeks and increase expenditures after the contract conclusion out of not from Global Supreme GmbH represented reasons which must transact in connection with the supply, Global Supreme GmbH is entitled to additionally to the contract price request/charge the resulting extra costs from the buyers/customers. This applies independently of whether such extra costs are based on legal or other regulations and/or actual conditions. To the expenditures debited to the Buyer according part 1 include in particular export and import duties e.g. tariffs and withdrawal fees as well as taxes, storage costs, freight charges, forwarding charges, insurance premiums and other.
  
• c)  Validity of an offer for some sorts of goods: For the present (4 weeks)
  

4. Terms of payment 

a) The payment shall be effected by non cash transaction in EUROs,net without any reductions. The payment shall be effected for the consignments in accordance with proforma invoices provided by Global Supreme GmbH to the Buyer before departure of the Goods. 

• b)  The invoices are made out in EUROs and are paid in EUROs.
  
• c)  The payment shall be effected as follows: 30% of the amount after placing each order within
  10 (ten) working days with the date of the proforma invoice from Global Supreme GmbH. 70%
  before departure of the goods.
  
• d)  Orders which are language adapted, labelled and/or special packaging requested by the
  customer, Global Supreme GmbH makes dependent on a pre-payment of 70 % before starting
  production.
  
• e)  For bigger orders or any adaptions on the standard goods Global Supreme GmbH also accept
  a credit letter from the buyer’s bank.
  
• f)  Both sides – Global Supreme GmbH and the Buyer – pay their own bank services and fees.
  
• g)  In case of failure to meet the date of payment for the Goods, on Global Supreme GmbH’s
  request the Buyer shall be obliged to pay to Global Supreme GmbH penalty interest at the rate of 0,1% of the value of the unpaid Goods for every day of delay in accordance with the invoice to be made out by the Supplier. Total amount of penalty interest shall be not more than 10% of the amount of each consignment.
  
• h)  In case of failure of the agreed Order (non delivery of the Goods) including to the reason of absence of the required assortment, Global Supreme GmbH shall return the total sum of the advance payment within 10 working days after the Buyer`s demand.
  
  The Buyer shall set up the demand within 10 calendar days after the day the Goods should have been ready to pick up.
  
• i)  During disregard of liabilities or an information on the bad financial position of a Buyer Global Supreme GmbH is entitled to withdraw from the contract at any time or make the supply dependent on a pre-payment. 

5. Invoices/payments added or right to keep payments back 

A retention from payments is only permissible with recognized by Global Supreme GmbH or validly determined counterclaims. A right of lien is entitled to the Buyer only to that extent in addition, when the counterclaim is based on the same contractual relation. 

6. Delay of the customer 

1. In case of a delay of the Buyer GlobalSupreme GmbH entitled without prejudice to use the rights to make further partial deliveries as well as supplies from other contracts dependent on a security of the customer.
2. Legal regulation applies to the height of the interest. 

7. Times for delivery / lead times 

1. As agreed, upon times for delivery and lead times are only to be understood approximate except if it is expressly and firmly confirmed by Global Supreme when placing the Buyer’s purchase order. 
2. Times for delivery in the quotations are only stated as approximate delivery times as stated in part 1, Global Supreme GmbH has the right to exceed times for delivery over up to two weeks. 

8. Partial deliveries 

1. GlobalSupreme GmbH is entitled to partial deliveries to a reasonable extent, in particular if the partial deliveries for the Buyer are independently usable and no firm delivery date for the total deliveries were agreed upon. 
2. With partial deliveries each delivery applies as separate business. An unsatisfactory or late delivery does not have influence on still pending or already implemented partial deliveries. As far as the partial delivery is not in the interest of the Buyer, the Buyer is entitled to withdraw from the contract in the whole or to require payment of damages because of default of the whole contract. 

9. Retrieve 

If the Buyer does retrieve the commodity within the agreed upon period or if no period is agreed upon, within 2 months of conclusion of a contract, Global Supreme GmbH can set an appropriate respite for the Buyer to withdraw from their unsatisfying operational sequence from the contract. Furthermore Global Supreme GmbH has the right to deposit or use in the way of the self-help sales of the commodity concerned in the territory of the Buyer. If the Buyer taken the Goods retarded or it has been omitted to retrieve the delivery Global Supreme GmbH can furthermore require payment of damages because of default under the condition of part 1. 

10. Delay of acceptance 

• a)  As far as there is a delay from the side of the Buyer Global Supreme GmbH is entitled after an appropriate period and without prejudice to the proof of a higher damage to require payment of damages instead of the service at a value of 25 % of the purchase sum of the not accepted delivery. The Buyer has the right to proof that none or only a smaller damage has occurred for Global Supreme GmbH. Global Supreme GmbH can reject the supply of the not in time removed partial delivery, without the thereby effectiveness of the contract in all other respects is being affected.
  
• b)  If the Buyer comes in to delay of acceptance, GlobalSupreme GmbH is entitled to require any multi-expenditures to be replaced.
  

11. Dispatch/ risk passage 

• a)  Goods are dispatched on account of the Buyer. The same applies, if GlobalSupreme GmbH obeys a forwarding instruction of the Buyer.
  
• b)  The danger of the coincidental degradation or the coincidental fall turns into with the delivery of the commodity to the transportation person onto the Buyer. The same applies in the case of a transport by people of Global Supreme GmbH with the beginning of transport and during a collection of the commodity by people of the Buyer with the delivery of the commodity to these.

12. Self supply 

Global Supreme GmbH is obligated self supply for supply only subject to the correct, complete and punctual self supply: this applies also to the supply with the raw and auxiliary materials necessary for the production of the commodity. 

13. Guarantee 

• a)  Due to public expressions by GlobalSupreme GmbH, the manufacturer or whose assistant are not to be held responsible, if and as far as the buyer cannot prove the fact that the statements affected his purchase decision, if Global Supreme GmbH did not know the expressions and had not to know or if the statement were already corrected at the time of the purchase decision.
  
• b) An only insignificant reduction of the value or the suitability of the case does not justify the problem. Insignificance is present in particular with slight deviations in form and color; if the error disappears shortly automatically or can by the Buyer at complete insignificant expenditure is eliminated. Insignificance is present also with deviations lying within the commercial borders.
  

a) If the Buyer requires a replacement because of an unsatisfactory product,GlobalSupreme GmbH can eliminate the problem themselves or supply a satisfying solution as replacement. The Buyer does not have the right to reduce or withdraw from the contract because of failing to replace. For damage and requirements for expenditure allowance because of a default rules in part 14 applies obvious defaults are to be indicated to Global Supreme GmbH in writing within 3 days after receipt of the commodity. This applies in the same way to obvious transport damages, even if Global Supreme GmbH is not responsible for transport. If the Buyer omits the punctual announcement, this is considered as unreserved permission of the commodity. 

a) In commercial traffic the Buyer has to immediately examine the commodity and indicate any objections to Global Supreme GmbH at the latest within three days after receipt and in writing. If the Buyer omits the announcement, then this is considered as unreserved permission. The guarantee for covered defaults which were not to be recognized within three days despite careful investigation and if the Buyer does not reprimand these in writing immediately after discovery, the guarantee will not be effective. 

• a)  Warranty claims are in all other respects impossible, if due to forwarding dispatch or and/or processing of the commodity supplied by Global Supreme GmbH or similar on their part can no more be examined to examine whether a default of the commodity is actually present.
  
• b)  If the default is based on a supply or service of a third party to GlobalSupreme GmbH, then the Buyer can only require that Global Supreme’s guarantee and/or claims for damages are retired to him against a third. Only if the previous, judicial recourse to a third party fails, the Buyer can take us up in accordance with the regulations.
  
• c)  Warranty claims against Global Supreme GmbH are entitled only to the direct Buyer and are not transferable.
  
• d)  §§478,479BGB remain unaffected.
  

a) Global Supreme GmbH carries the transport costs necessary for the replacing only to that extent, as it results for a refill at the agreed upon place of delivery. 

14. Warranty 

Global Supreme GmbH only takes responsibility in accordance with condition of the following regulations:
a) GlobalSupreme GmbH is responsible for deliberate or roughly negligent behavior of their organs, legal representative and leading employees. 

• b)  Any claims for damages -from which argument whatsoever -due to light negligent injury substantial contract obligations by Global Supreme GmbH’s organs, legal representative, leading employees and helpers is impossible. Rules of part 1 apply accordingly to the case of the deliberate or roughly negligent injury substantial contract obligations by their simple executing aides.
  
• c)  In the case of an easily negligent injury of substantial contract obligations by Global Supreme GmbH’s organs, legal representatives, leading employees and simple executing aides we take responsibility under each legal criterion only for contract-typical, predictable damage and not for distant damages. Rules in part 1 apply accordingly to the case of the deliberate or roughly negligent injury of substantial contract obligations by our simple executing aides. 
  
• d)  All further contractual or out of contractual claims by the buyer are impossible.
  
  e)  The adhesion after the product liability law, the adhesion for damage from the culpable injury of the life, the body and the health as well as the regulation § 444 BGB and the
  adhesion from other warranties remains unaffected by the stated regulations.
  
  f)  The Buyer is responsible to Global Supreme GmbH for all damage, which develops from the injury of obligations to cooperate.

15. Statute of limitations 

• a)  The claim of the Buyer becomes invalid one year after delivery of the product.§§478,479 BGB remain unaffected by this regulation.
  
• b)  Claims of the Buyer on payment of damages from other arguments fall under the statute of limitations in 12 months. To the statute of limitations applies § 199 part. 1 and pat. 3 BGB.
  
• c)  As far as Global Supreme GmbH is responsible I.e. Regulation part 14 being to blame for rough damage from the culpable injury of the life, the body and the health and for taken over warranties as well as after the product liability law, the legal regulations apply.
  

16. Retention of ownership 

• a)  The commodity supplied by GlobalSupreme GmbH remains their property up to the payment/settlement of their existing and future demands from the business relation with the Buyer, inclusive developed secondary claims and current account balances.
  
• b)  The Buyer is entitled in the context of the tidy course of business to use, sell or assemble the reserved commodity. The manufacturing of the Goods takes place for Global Supreme GmbH as a distributor in the sense from § 950 BGB. If the connection will be copied and the new mixture takes place in the way of the fact that the ingredients of the copy is to be regarded as similar or including the main ingredient as the original product of Global Supreme GmbH it is herewith stated that this will be a failure against property rights with all its consequences.
  
• c)  Furthermore the Buyer is obligated for each impairment or endangerment of Global Supreme GmbH’s rights at the commodity, in particular by seizing or other interferences by a third in Global Supreme GmbH’s property, to communicate immediately and to meet no delay bearing safeguards. With asserting of Global Supreme GmbH’s property demands and their rights the developing costs will be refunded to Global Supreme GmbH by the Buyer.
  
• d)  The Buyer remains authorized for collection of the demands, without prejudice to Global Supreme GmbH’s power of attorney. Other use over the commodity in Global Supreme’s property as well as the demands surrendered to Global Supreme GmbH are only allowed by the Buyer with a written agreement from Global Supreme GmbH. Global Supreme GmbH will only recall the authorization for the order and/or collection if the Buyer is in delay with his payment to Global Supreme GmbH, if his obligations to Global Supreme GmbH in relation to the retention of title are not only insignificantly hurt, the insolvency or total enforcement and/or settlement proceedings over his fortune requested or opened or otherwise a substantial degradation in financial circumstances of the Buyer occur. The Buyer has to pass over to Global Supreme GmbH received amounts immediately as far as Global Supreme GmbH’s demands are due or otherwise keep these amounts separately for Global Supreme GmbH.
  
• e)  If GlobalSupreme GmbH recalled the authorization in accordance with the letter g),the Buyer is obligated on Global Supreme GmbH’s demand for all their goods as well as the Bauers, to whom he sold such commodity to communicate with Global Supreme immediately and inform them of such a situation in particular the cancellation to make it possible for Global Supreme GmbH to retrieve or hold back the Goods. To supply to all of Global Supreme GmbH all necessary information and / or documentation which Global Supreme GmbH requires to act on their demands.
  
• f)  With behavior contrary to the terms of the agreement of the Buyer, in particular with delay of payment, the Buyer is obligated to return the commodity on Global Supreme GmbH’s demand. As far as Global Supreme GmbH takes back or seize the commodity according to part 1, no cancellation of the contract applies. In the case of the cancellation Global Supreme GmbH is entitled to use the articles after previous menaces and an appropriate period to set off the articles the best possible way. Deductions of appropriate utilization costs to Global Supreme GmbH’s Requirements are taken into account.
• g) If the value of the collateral existing exceeds the secured demands by more than 20 %, on demand of the Buyer, Global Supreme GmbH will release collateral according to our choice. 
  
  

17. Licenses
a) Global Supreme GmbH grants that all necessary certificates for Europe are made.
b) Global Supreme GmbH represents and guarantees to the Buyer that he holds regularly all the 

intellectual property rights related to the Products, that he does not harm the rights of third parties in the respect and that he may validly grant a license to the Distributor allowing him to exploit these rights, in order to distribute the Products. 

c) During a made Agreement, on a temporary basis and exclusively for the purpose of distributing the Products in the Territory, the Buyer shall be entitled to inform the public that he is Global Supreme’s authorized distributor in the Territory. The Agreement shall cease as of right, immediately and automatically, upon termination of the Agreement, either due to the expiry of its contractual term. 

d) The Exclusivity of the Agreement will only be granted when the first order will be placed within 6 months after signing this Agreement on base of the defined prices and MOQs and minimum one order in the defined MOQ will be placed at least every 6 months. Upon termination of the agreement due to the expiry of the contractual term, the Buyer will cease to commercialize the product. 

e) The Buyer shall inform the Supplier without delay of any counterfeit of the Products or of the Trademark, any attempt to benefit unlawfully from them, any unfair trading or any other unlawful practice likely to attempt to the Products or the Trademark, in the Territory, of which he would become aware, and shall provide his help Global Supreme GmbH if this latter so requests, in any action the Buyer may undertake to stop such attempts. 

18. Place of delivery 

Place of delivery and contact for all mutual obligations from the sales contract is Freienbach (Switzerland). 

19. Area of jurisdiction 

With contracts with Buyers for all arguments over the conclusion of the contract as well as mutual requirements resulting from this, also with Buyers, who do not have a general area of jurisdiction in Switzerland, the area of jurisdiction is Freienbach (Switzerland). Global Supreme GmbH is however also entitled to complain at the seat of the Buyer. With contracts with Buyers law cases are to be decided after Global Supreme GmbH’s choice either by the court in accordance with lawful agreement on jurisdiction or by the Freienbach friendly arbitrage in accordance with § 20 of the place for the Freienbach trade. Global Supreme GmbH is also entitled to the right to vote if the customer wants to put in a claim against them. Global Supreme GmbH will exercise the right to vote within 14 days after receipt of the written request of the Buyer, otherwise the right to vote is going to the Buyer. With notices of a defect Global Supreme GmbH is entitled by their choice to require hat a statement over the condition of the commodity after “regulation for quality statements by expert” announced by the Chamber of Commerce Zurich, takes place. 

20. Rights 

Only the right and regulations of Switzerland under exclusion of the application of the Hague uniform purchase laws and the international purchase right and regulations in accordance with conventions of the United Nations of 11.04.1980 for contracts over the international purchase of goods . 

21. Salvatorius Clause 

So far as this general Terms & Conditions should be or will be ineffective, will this not affects the terms incidentally. At this case is the affected term replaceable through an individual negotiated regulation. 

Freienbach, June 2019 5