1 SCOPE OF APPLICATION

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply exclusively to all business relationships between the parties. Any conflicting terms and conditions of the respective customer, hereinafter referred to as the “Client”, shall not apply unless the Goldsmith Cali Latsch (hereinafter referred to as the “Contractor”) has expressly agreed to their validity.

1.2 “Goldsmith’s work” within the meaning of these GTC means all products manufactured by the Contractor, regardless of the technical form or dimension in which they are created or presented. This includes, in particular, manufacturing and modifying work, repairs and adjustments, as well as non-physical activities such as design and consulting.

2 CONCLUSION OF CONTRACT

2.1 The contract between the parties shall be concluded in accordance with the following provisions:

2.2 The Client has the option of requesting the Contractor to produce goldsmith’s work by telephone or e-mail via the contact details provided in the imprint on the Contractor’s website or via the corresponding contact form. With a request, the Client does not yet submit a binding offer to conclude a contract.

2.3 Upon request of the Client, the Contractor shall submit an offer by telephone or e-mail for the commissioning of the production of the goldsmith’s work. This offer of the Contractor is legally binding. Subject to acceptance of the offer by the Client, the offer shall have a validity period of ten working days. After this period has expired, the offer shall lapse.

2.4 The Client has the option to accept the offer within the aforementioned period of ten working days. Acceptance shall be made by telephone, in writing or by e-mail. With the acceptance of the offer by the Client, a binding contractual relationship between the parties for the production of the goldsmith’s work shall be established.

2.5 If the Client accepts the offer after the expiry of the period from 2.3, this shall be deemed a new offer, which the Contractor may accept by express declaration. An acceptance declaration shall be deemed equivalent to the Contractor sending an order confirmation or a prepayment invoice.

3 OBLIGATIONS OF THE CLIENT

3.1 The Client shall ensure that the Goldsmith has all the information necessary for the execution of the order in good time (material, style and special requests as well as, if necessary, the desired delivery date, etc.).

3.2 The Client shall ensure that sufficient time is available for the respective desired goldsmith’s work by the desired delivery date. This includes in particular the following times to be planned: Contacting the Client, discussing the order, procuring the material (if not already available), actual production or execution as well as remote delivery options.

3.3 The Client is advised that goldsmith’s work is always subject to the artistic scope of the executing goldsmith. Complaints and/or objections regarding the artistic scope exercised by the Contractor and the optical and technical means used in the goldsmith’s work are therefore excluded. Subsequent change requests by the Client require a separate agreement and order and shall be remunerated separately.

3.4 The Client shall bear the risk of all circumstances for which the Goldsmith is not responsible; including but not limited to urgency surcharges in case of non-observance of the planning periods from 3.2, timely provision of products, presence of props, insofar as procurement is incumbent on the Client, import bans, non-appearance of announced representatives of the Client as well as force majeure.

4 OBLIGATIONS OF THE CONTRACTOR

4.1 The Contractor shall owe the services offered personally. Subcontractors shall not be employed. The Contractor shall work as an individual goldsmith without employees for goldsmithing services.

4.2 The Contractor shall manufacture the contractually agreed objects and/or perform the contractually agreed services within the framework of the purchase contract.

4.3 The Contractor shall owe the execution of the goldsmith’s work in physical form or, if no physical work is desired, the consultation or other personal services personally to the Client. The Client shall not have a claim to the delivery of raw materials such as precious metals or precious stones. The Contractor does not trade in such materials.

4.4 The Contractor shall hand over the goldsmith’s work to the Client within six weeks after completion and invoicing of the Client. For particularly elaborate additional products, a separate handover date shall be agreed upon according to individual effort. If collection or direct delivery is not possible by the Client within this period, the goldsmith’s work shall remain with the Contractor until collection or direct delivery by the Client is possible, or the Client expressly decides to use another delivery option (e.g., registered mail).

5 REMUNERATION AND EXPENSES

5.1 The Contractor’s remuneration shall be based on fixed prices that have been previously agreed upon contractually and can be supplemented by additional invoicing for further services. The agreed invoice price is contractually fixed between the parties. All prices are inclusive of VAT (total prices).

5.2 Upon conclusion of the contract, a deposit shall be charged, which varies depending on the type of service chosen by the Client and which shall be due within 7 days of the conclusion of the contract. In this respect, the Client shall be obliged to make advance payment. The decisive factor for timely payment shall be the receipt of the amount on the following account of the Contractor: Cali Latsch | solarisBank AG | IBAN: DE50 1101 0101 5651 0137 59 | BIC: SOBKDEB2XXX

5.3 If this payment is not received on time, the Contractor shall send a reminder to the Client setting a reasonable deadline. If this deadline is also not met, the Contractor shall be entitled to refuse the services owed under the contract. This shall not affect statutory rights of withdrawal or the assertion of claims for damages.

5.4 The payment of the remaining remuneration shall be due upon invoicing by the Contractor within 10 days of invoicing. The Contractor shall only hand over the goldsmith’s work to the Client after the invoice amount has been paid in full.

5.5 The Contractor shall travel to and from the Client’s premises from 65510 Hünstetten. Unless otherwise agreed contractually, travel expenses shall be charged at a flat rate of EUR 0.50 per kilometer driven. In the case of travel by train or plane and if an overnight stay is necessary, the actual costs and expenses for the overnight stay shall be invoiced.

5.6 Other costs incurred as a result of the order, such as parking fees, postage and packaging, are not included in the fee and shall be borne by the Client.

6 CHANGES, EXTENSIONS AND CANCELLATION OF ORDERS

6.1 In the event of a cancellation due to the exercise of statutory cancellation rights by one of the parties, the following provisions shall apply.

6.2 The Contractor shall be entitled, in the event of a cancellation by the Client, to assert against the Client a claim for damages in the amount of the shares of the agreed remuneration specified in Section 5.2 of this Agreement, unless the Client proves that the Contractor has suffered a lesser damage, or no damage at all, or that the Client is responsible for the cancellation.

6.3 If the Contractor is unable to carry out the order due to illness or a circumstance for which the Contractor is responsible, the deposit shall be refunded to the Client.

6.4 The consumer’s right of withdrawal shall remain unaffected by this.

7 RETENTION OF TITLE, RIGHTS OF USE AND COPYRIGHT

7.1 The goldsmith’s work shall remain the property of the Contractor until the agreed remuneration has been paid in full.

7.2 The Client shall acquire simple rights of use for private use in respect of the goldsmith’s work. The right of reproduction and distribution to third parties shall be granted for private purposes. The rights of use shall only pass after full payment of the remuneration.

7.3 The Contractor shall determine the scope of the goldsmith’s work. The Client shall not be entitled to any remaining material (such as gold shavings).

7.4 The Contractor may use the goldsmith’s work for self-promotion and for public illustration (e.g. for exhibitions, trade fairs, homepage, blog, specialist magazines for goldsmiths or weddings etc.).

8 LIABILITY

8.1 The contractor shall be liable in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with the statutory provisions.

8.2 Claims for damages against the goldsmith arising from delay, impossibility of performance, breach of statutory and/or contractual ancillary and protective obligations at the conclusion of the contract shall be excluded insofar as the damage was not caused by grossly negligent or intentional conduct on the part of the goldsmith or there is personal injury. This includes in particular possible malfunctions of technical equipment, faulty processing, loss of mail or other loss or damage to the goldsmith’s work.

8.3 In other cases, the contractor shall – insofar as not deviating from Section 8.3 of these GTC – be liable only for breach of a contractual obligation, the fulfillment of which is necessary for the proper performance of the contract in the first place and which the customer can therefore regularly rely on (so-called cardinal obligation). In all other cases, the contractor’s liability shall be excluded, subject to the provisions of Section 8.3 of these GTC.

8.4 Insofar as the contractor is liable under Section 8.1 of these GTC, such liability shall be limited to damages which the contractor foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen under the exercise of customary care. Indirect damages and consequential damages resulting from defects in the object of performance shall also only be compensable insofar as such damages are typically to be expected in the event of proper use of the object of performance.

8.5 The contractor’s liability for damages resulting from injury to life, limb or health and under the Product Liability Act shall remain unaffected by the foregoing Sections 8.1 to 8.3 of these GTC.

8.6 Strict liability for damages for initial defects pursuant to § 536a (1) BGB is excluded.

9 SET-OFF, RIGHTS OF RETENTION AND ASSIGNMENT

9.1 The client shall only be entitled to set off against claims against the contractor that are finally and conclusively established or undisputed. The same shall apply to the assertion of rights of retention.

9.2 The assignment of claims against the contractor to third parties shall only be possible with the contractor’s written consent.

10 DATA PROTECTION INFORMATION OBLIGATIONS OF THE CONTRACTOR

10.1 Upon conclusion of the contract, the contractor shall hand over to the client an information sheet on the collection of personal data within the scope of the contractual relationship.

10.2 The client undertakes to make this information accessible to all other third parties insofar as they are involved in the performance of the contractor’s services.

10.3 The contractor will answer any questions that may arise in this regard. He will also keep printed copies of the information sheet available at the event in order to make them available to third parties upon request.

11 TEXT FORM

11.1 Any additions or modifications to the agreements made between the parties, including these GTC, shall be made in writing in order to be valid. The priority of individual agreements shall remain unaffected by this.

12 APPLICABLE LAW

12.1 German law shall apply. In the case of consumers, this choice of law shall only apply insofar as it does not deprive the consumer of the protection granted by mandatory provisions of the law of the state of the consumer’s habitual residence (principle of favorability).

12.2 The place of performance for all services arising from the business relationship between the parties shall be 65510 Hünstetten. The place of jurisdiction shall be Limburg an der Lahn, insofar as the client is not a consumer. The same shall apply if the client does not have a general place of jurisdiction in Germany or the EU or if his or her domicile or habitual residence is not known at the time the action is brought. The right to invoke the jurisdiction of another statutory court shall remain unaffected by this.

12.3 The provisions of the UN Sales Convention shall expressly not apply.