General Terms and Conditions

for the delivery of goods of the company

COOOLsport HandelsgmbH

November 2017

1. Purchase agreement

The following conditions apply to all our offerings, orders and deliveries. These conditions are valid at the latest at the reception of the goods or by the acceptance of services. They shall further apply without express agreement to all future business. The application of conditions contrary to these, especially the customer's conditions of purchase, requires detailed acknowledgement on our part. This purchase agreement is binding for the buyer upon conclusion. The purchase agreement is binding for the supplier, provided that it is not revoked within 10 days from the conclusion date. Supplier's offers are non-binding. A contract is only concluded when a written order confirmation is issued or a delivery is carried out. All changes or sub-agreements are only valid by written confirmation by the supplier. If the customer terminates or reverses the purchase contract without the consent of the supplier, a general compensation of 20% will be charged. Should the damage resulting from the termination of the contract exceed the general compensation sum, the costs actually incurred are to be settled.

2. Delivery

For shipping costs we have a separate list of prices

a) Unless agreed otherwise, delivery shall be made at the expense and risk of the buyer. The delivery times stated by us are non-binding unless a specific delivery time had been specified by us. Partial deliveries deem as agreed upon. Delivery in EU countries is carriage-paid provided the value of the subsequent delivery exceeds €50

b) Complaints regarding the delivery are only accepted within 5 days after receipt thereof. The recipient of the shipment has to check it for completeness and integrity of the consignment when taking over, damage must be reported to the forwarding agent or parcel service upon delivery.

c) Insofar as our order confirmation, an agreement or the invoice states otherwise, the prices without discount shall be due for payment immediately.

d) We are entitled to make outstanding deliveries or services only against advance payment or security or to provide if circumstances become known to us after conclusion of the contract, which are suitable to reduce the creditworthiness of customers much and through which the payment of our outstanding claims by the customer is compromised.

e) If the delivery is due to force majeure, official measures, operational closure, strikes or similar circumstances, even with our suppliers, impossible or excessively difficult, so we are free for the duration of the delay and its consequences from the obligation to deliver. Should the delays exceed the period of 6 weeks, both parties have the right to withdraw from the affected scope of performance of the contract.

f) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for losses incurred (particularly storage cost), including any extra expenses. The right to make any further demands is reserved. In this case, the risk of accidental loss or of accidental deterioration of the delivery contrary to f) shall pass to the customer at the moment that he is in default of acceptance or payment. In the event of non delivery or an insufficient supply on the part of our pre-suppliers, we are released wholly or partly from our obligations to deliver.

3. Prices, terms and conditions of payment

a) Unless the parties have agreed on a certain price, the price shall be determined by the price list as applicable at the date of delivery. The prices in the catalogue are valid during the season and will automatically be replaced by the issue of the new catalogue for the new season. The prices are calculated basing on the supplier prices at the date of the catalogue issue. Should the prices or the exchange rate change during the validity period of the catalogue, we will adjust the prices upon announcement.

b) All of the prices listed are net prices and are subject to Value Added Tax in the currently valid amount as well as the packaging and shipping costs.

c) For contracts with an agreed delivery time of more than four months we reserve the right to increase or decrease prices as a consequence of variation of cost incurred, in particular due to changes in collective labour agreements or materials costs. Should the price increase exceed 5% of the originally agreed price, the customer shall consequently be entitled to terminate the contract.

d) The standard payment condition of is SEPA direct debit with 2% / 5 days net. For our regular customers, a payment via SEPA direct debit with 21 days payment terms without discount can be applied. We reserve the right to demand cash in advance without discount in other isolated cases as well.

e) The customer will be charged all fees and expenses as well as a flat handling fee of €25 for charge backs. Payment delay will be charged 1% interest per month, each payment reminder will be charged €6 handling fee. Unpaid reminder fees or interest on delay as well as cash discounts are, basically, subject to a processing fee of € 6.

4. Liability for defects/warranty

a) The warranty period corresponds to the statutory deadline, in individual cases, a longer warranty period is agreed.

b) The customer's warranty rights assume that this has fulfilled his obligations promptly examine and notify defects.

c) In the case of material defects of the goods delivered, we shall be obliged and entitled to rectify the defect or replace the goods after our reasonable choice. In the case of a failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement, the customer can withdraw from the contract or reduce the agreed price appropriately.

d) If a defect is caused by our fault, the customer may demand damages under the conditions set out in section 5.

e) In case of defects of products or components from other manufacturers which we can not eliminate for licensing or actual reasons, we will do at our discretion, our warranty claims against the manufacturer and supplier for the account of the customer or assign to the customer. Warranty claims against us in the case of such defects under the other conditions and in accordance with these General Terms and Conditions are only valid if the court enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency.

During the duration of the legal dispute, the limitation of the customer of the relevant warranty claims is inhibited against us.

f) The warranty does not apply if the customer changes the delivery item without our

consent or by a third party and the rectification of the defect thereby becomes impossible or unreasonably difficult. In any case, the customer shall bear the additional costs arising from the modification of the remedy.

g) Warranty claims are excluded:

- in terms of deterioration of such parts that are subject to natural wear, unless the deterioration is a cause other than wear and tear;

- if operating and maintenance instructions are not followed, or;

-if persons carry out repairs and interventions on the cause, which do not have the necessary expertise.

h) An agreed delivery of used items in the individual case with the customer is made under exclusion of any warranty.

i)In all cases, the statutory special provisions shall remain unaffected upon final delivery of the goods to a consumer.

5. Liability for damages due to fault

a) Our liability for damages, regardless of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, as far as it is in matters of fault, is limited in accordance with.

b) We shall not be liable

-in the event of simple negligence on the part of our employees,;

- legal representatives or other vicarious agents; in the case of gross negligence of our non-executive employees or other vicarious agents, insofar as this is not a violation of contractual obligations. The obligation to provide timely, flawless delivery as well as advisory duties, protection obligations and custody obligations which are intended to enable the customer to use the delivery item in accordance with the contract or protect the life or limb of the customer or third party personnel or the customer's property.

c) Insofar as we are liable for damages in accordance with b), this liability is limited to damages which we foresee at the conclusion of the contract as a possible consequence of a breach of contract or taking into account the circumstances which were known to us or which we should have known or should have anticipated the application of customary diligence. Indirect damages and consequential damages, which are the result of defects in the delivery item, are also only eligible for replacement, as far as such damage is typically to be expected when the delivery item is used as intended.

d) In the case of liability for simple negligence, our liability for damage to property or personal injury shall be limited to an amount corresponding to the current sum insured in our liability insurance, even if it is a breach of contractual obligations.

6. Retention of title

a) All deliveries are made subject to reservation of title. The property shall be transferred to the buyer only after all liabilities (also future) arising from the contract have been repaid. The buyer is entitled to process, install and sell the reserved goods in the ordinary course of business as long as he is not in default. In the event of processing or connection with other parts not belonging to the supplier, the ownership of the new item shall be equal to the amount of our claim. In the case of the resale of reserved goods, the buyer's claim resulting from this is already assigned to us. This assignment shall also apply to goods further processed by the buyer. Pledging or transfer of ownership of reserved goods is not permitted.

b) The customer is obligated to handle the reserved goods carefully; in particular, he is obliged to insure these at his own expense at the replacement value against fire, water and theft.

c) In the case of a breach of contract by the customer, particularly in the case of delayed payments, we are entitled to revoked the reserved goods. The withdrawal by us does not constitute a withdrawal from the contract, unless expressly stated in writing. Attachment of the goods by us constitutes always a withdrawal from the contract. We are entitled to use the reserved goods after their withdrawal, The revenue from any resale shall be set off against the liability of the customer, less an appropriate amount of resale costs.

7. Property rights

The customer shall protect the proprietary rights relating to the goods delivered, in particular copyrights, trademarks, patent rights as well as design rights, irrespective of whether these belong to us or to our suppliers or manufacturers. Our products are our intellectual property. The customer is prohibited from copying the products delivered to him or to participate either directly or indirectly on any property rights

8. Place of fulfilment and jurisdiction

The place of fulfilment shall be Feistritz, as jurisdiction is BG Murau or LG Leoben are considered as agreed upon.