General Terms and Conditions

1. SCOPE OF APPLICATION
1.1 These General Terms and Conditions of Sale and Delivery (hereinafter referred to as ‘GTC’) apply between Schwan Cosmetics Germany GmbH & Co. KG and/or affiliated companies of the Schwan Cosmetics Group (hereinafter referred to as ‘Schwan Cosmetics’, “we” or ‘us’) and their contractual partners. They apply exclusively to merchants within the meaning of the German Commercial Code (HGB), legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB (hereinafter ‘customer’). When placing the order, the customer agrees to the exclusive validity of our GTC. Silence on the part of Schwan Cosmetics, even in the knowledge of the customer's deviating terms and conditions, does not constitute implied agreement with the customer's GTC. In relation to merchants, these GTC shall also apply to all future business relations between the parties.
1.2 All offers, deliveries and other services (hereinafter ‘services’) of Schwan Cosmetics, including all future services, are provided exclusively on the basis of these GTC.

2. OFFER AND CONCLUSION OF CONTRACT
2.1 Our offers are subject to change and non-binding. All orders only become legally binding with our written order confirmation. The documents belonging to the offers, such as illustrations, drawings, weight or dimension specifications or other technical data as well as DIN, VDE or other company or inter-company standards and samples referred to are non-binding approximate values customary in the industry. Under no circumstances do such details constitute guarantees of quality or durability. We expressly reserve the right to deviations of the ordered or delivered goods from the order, in particular with regard to material, colour and design, within the scope of technical progress. Our written order confirmation is decisive for the content and scope of the contract. Collateral agreements, amendments, supplements etc. require our written confirmation. Products from Schwan Cosmetics Germany GmbH & Co. KG are provided in compliance with an energy management system in accordance with DIN ISO 50001.
2.2 If the delivery of goods or provision of services takes place later than 4 months after the conclusion of the contract and if the labour or material costs or the prices of our suppliers increase after the conclusion of the contract, we are entitled to increase the contract price accordingly.
2.3 We reserve the right to deliver up to 10% more or less than the order quantity for technical reasons.
2.4 Schwan Cosmetics Germany also fulfils the obligations in accordance with DIN ISO 9001, including the legally prescribed measures for checking offers and compliance with other requirements arising from this standard. As part of our energy management, we also take into account the requirements of DIN ISO 50001, ensuring that our energy efficiency is continuously improved and that appropriate measures to increase efficiency and opportunities to save energy are consistently implemented.

3. PRICES, TERMS OF PAYMENT
3.1 The prices are for delivery ex works or our sales offices including loading at the factory or our sales offices and packaging. Shipping costs and VAT are to be borne by the customer.
3.2 Our invoices are generally payable in € free of charge. Otherwise, the terms of payment in the order confirmation shall apply. If the term of payment is exceeded, interest on arrears shall be payable at the applicable statutory interest rate in accordance with §288 II BGB. If the customer engages a central settlement company, the debt-discharging settlement of the invoice shall not take place until the payment has been credited to our account. 
3.3 Offsetting against our claim is only permissible with a legally established claim or with a claim expressly recognised by us. The same applies accordingly to the assertion of rights of retention to the amounts stated in our invoices. The right to file a counterclaim against merchants is excluded with regard to payment claims asserted by us.
3.4 If the customer defaults on payment of at least two invoice amounts, all our invoices shall become due for payment immediately. In this case, we shall also be entitled to demand advance payments or the provision of security, notwithstanding any agreements previously made. We shall also be entitled to withdraw from all contracts concluded with the customer in whole or in part without further justification and, in addition, to demand compensation for damages.

4. DELIVERY, TRANSFER OF RISK, DEFAULT OF ACCEPTANCE
4.1 The delivery dates stated by us are generally non-binding.
4.2 Delivery shall be made FCA in accordance with Incoterms in their current version to the location specified by Schwan Cosmetics.
4.3 Any liability for damages against us in the event of delay shall be limited to compensation for each completed working week of delay in the amount of 0.5 % up to a maximum of 5 % of our sales price of the (partial) delivery or service concerned.
4.4 We are authorised to make partial deliveries in customary quantities and, with appropriate prior information, also to make early deliveries. All goods dispatched by us shall be dispatched at the customer's expense and risk, even if carriage paid delivery has been agreed. In the case of damaged or incomplete consignments, evidence must be taken immediately upon receipt. 
4.5 The risk of accidental destruction, loss or deterioration of the goods, the risk of delayed delivery and the price risk shall pass to the customer when the goods are handed over to the person authorized to transport them, but at the latest when they leave the factory. This shall also apply if and insofar as the goods are dispatched using our own means of transport. 
4.6 In the event of default of acceptance, we shall be entitled to store the goods at the customer's expense and risk. Furthermore, we are entitled to charge storage costs up to the amount stipulated in § 288 II BGB. The customer is entitled to provide evidence of lower damage. In addition, we are entitled, but not obliged, to offer the goods concerned for sale to third parties at our own discretion in the event of persistent default of acceptance. This also applies in the case of payment in advance and in the event of non-payment despite reminders.
4.7 The customer's dispatch instructions are only binding if they have been agreed in writing. Otherwise, we reserve the right to dispatch the goods at our own discretion.

5. FORCE MAJEURE
5.1 Deliveries and services that are not made or are delayed as a result of force majeure or other circumstances for which we are not responsible and which occur at our premises or those of our suppliers shall entitle us to deliver at a correspondingly later date or to withdraw from the contract in whole or in part without the customer being entitled to claim damages as a result.
5.2 This shall also apply if the aforementioned events occur at a time when we are in default. In the event of a delay in delivery that is unreasonable for the customer, the customer shall also be entitled to withdraw from the contract to the exclusion of claims for damages. If there is a delay in delivery or performance, the customer shall be entitled to withdraw from the contract after the expiry of a reasonable period of grace to be set by us, which shall be at least 4 weeks but shall be in line with production. The cancellation must be made in writing in all cases. If the delay is limited to one part of the delivery or service, the right of cancellation shall also be limited to the affected part if such a limitation of the right of cancellation does not have any negative effects on further deliveries/parts of the service under this contract when assessed objectively.
5.3 Force majeure within the meaning of this clause is any external event caused by elementary forces of nature or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means, even with the utmost care reasonably to be expected in the circumstances, and cannot be accepted by the operating company due to its frequency of operation. This includes, but is not limited to, war, terrorist attacks, official orders, pandemics and epidemics, operational disruptions, strikes, lockouts or traffic or other specifically unforeseeable obstacles.

6. PACKAGING, TRADE MARKS, PROPERTY RIGHTS
6.1 The customer is solely responsible for compliance with and observance of all packaging regulations, product labelling and information obligations for the delivery items ordered by him. The customer is responsible for ensuring that no third-party rights are infringed in connection with his order and undertakes to indemnify us against third-party claims.
6.2 The same applies to the artwork and design of the product as well as the desired marketing, including marketing claims. This applies even if the customer of Schwan Cosmetics is provided with the relevant material or the underlying information.
6.3 As the articles are labelled with the customer's or a third party's logo at the customer's request, the customer warrants that he has unrestricted rights of use. If third parties nevertheless assert claims, the customer must immediately indemnify us in full against these claims.

7. WARRANTY, LIABILITY
7.1 The following provisions apply to our warranty and other liability regarding defects in delivery or performance, including incorrect deliveries or poor performance. The basis of our liability for defects is above all the agreement (order confirmation and/or offer) reached on the quality and intended use of the goods (including accessories and instructions). Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (§434 BGB).
7.2 Complaints about our deliveries or services, including incorrect deliveries, must be notified to us in writing within one week of receipt of the goods or provision of the service or, in the case of hidden defects, within one week of discovery of the defect. If patent defects or defects that would have been recognizable during a proper inspection are not reported, not reported on time and/or not reported in the correct form, the warranty shall lapse in this respect. In all other respects, §§ 377 et seq. of the German Commercial Code (HGB) shall apply.
7.3 If the items supplied by us are repaired or modified without our co-operation or if instructions for use or storage and recommendations are not observed or followed, our warranty liability shall lapse. If we use parts provided by the customer, we shall only be liable for the assembly and the parts manufactured by us. If products are manufactured according to specifications, recipes, regulations, trademarks, packaging material, etc. and/or print documents received from the customer, we shall only be liable for production. If we are held liable by third parties for damages that are not caused in our production area but in the area attributable to the customer, the customer is obliged to indemnify us against such claims. For damage caused by third-party products, our liability shall initially be limited to the assignment of the claims to which we are entitled against the supplier, contract manufacturer or similar and there shall only be subsidiary liability.
7.4 Unless expressly agreed otherwise, we accept no liability for any colour deviations of the ordered products from colour samples issued in advance or otherwise transmitted, including electronically, and in particular from the views of the colours on our homepage. These may vary depending on the monitor or printing status used. All colours shown are therefore for guidance and information purposes only. Furthermore, these cases do not constitute grounds for recission or a justified reason for complaint.
7.5 In the event of justified defect claims, the customer shall initially have the right to demand subsequent performance. We shall have the right to choose at our own discretion whether a new delivery of the item or rectification of the defect is to take place within a reasonable period of time. In addition, if an attempt at subsequent performance fails, we have the right to carry out a new subsequent performance at our own discretion. If, once again, neither rectification nor replacement delivery is possible, the customer shall be entitled to withdraw from the contract or to a reasonable reduction of the remuneration in accordance with the significance of the defect. In all cases of justified notices of defects, claims over and above the claim for rectification or replacement delivery (e.g. compensation for damages under warranty or for positive breach of contract, culpa in contrahendo or offence due to impossibility, delay, failure or non-performance of rectification or replacement delivery) are limited to intent and gross negligence. The customer must prove the cause and amount of the damage incurred. The same applies to futile expenses. The customer's statutory rights of recourse against us shall only exist insofar as the customer has not made any agreements with its customers that go beyond the statutory claims for defects. Liability for loss of profit and damage to image is excluded.
7.5 In the case of divisible deliveries or services or if the defect only affects parts of a functional unit, the right of cancellation is limited to the affected part. The assertion of warranty claims shall have no influence on the payment obligations and deadlines. If the customer does not fulfil his payment obligations or does not fulfil them on time, our obligations regulated above shall be suspended until the payment obligation has been fulfilled. In the event of justified complaints, our liability shall be limited to a maximum of our sales price for the goods delivered by us and complained about.
7.6 The warranty or limitation period for merchants is 12 months after the transfer of risk or, in the case of contracts for work and services for non-fungible goods (contract for work and materials), from the first commissioning, at the latest 24 months from delivery or provision of the service. This does not apply if the law prescribes longer periods in accordance with § 445 b BGB. In these cases, the statutory periods shall apply. For delivery parts that are subject to premature consumption due to their material properties or the nature of their use, the warranty shall only apply for the period normally applicable in the individual case. In any case, the customer must prove that the defect already existed at the time of delivery.

8. RESERVATION OF TITLE
8.1 The delivered goods shall remain our property until full payment of all claims to which we are entitled from the business relationship and future claims (irrespective of the legal grounds, i.e. including any bill of exchange claims and claims acquired from third parties). In the case of current accounts, our securities shall be deemed to be security for the respective balance claim.
8.2 If the customer acquires sole or co-ownership by combining, processing, mixing or handling our delivery (with other deliveries), we shall be entitled to ownership in the amount corresponding to the ratio of our delivery to the other combined items. Processing or treatment in accordance with § 950 BGB shall be carried out for us without any obligation on our part. In the event of a conflict between this clause and the clauses of the suppliers of other individual parts used, processing shall be carried out jointly for all and our share shall be based on the ratio of our delivery to the others. Storage shall be free of charge in all cases. The value of our delivery shall be determined according to our service price including VAT and without discount deduction.
8.3 Until all payment claims to which we are entitled against the customer arising from the business relationship have been fulfilled, the goods delivered by us or co-owned by us may not be utilised or transferred by way of security. The buyer must inform us immediately in writing in the event that an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures). Furthermore, resale is prohibited unless the customer acquires the items delivered by us for the purpose of resale. In this case, he shall be revocably authorised to resell the goods subject to retention of title in his own name in the ordinary course of business, provided that the claim arising from the resale is assignable.
8.4 In the event of a resale of the reserved goods, the customer shall assign to us the claims arising from the resale in the amount of the value of the reserved goods delivered by us, including all ancillary rights. We hereby accept the assignment. This shall also apply to cases in which resale was not permitted according to the above restrictions. After the assignment, the customer is revocably authorised to collect the claims. Our authorisation to collect the claims ourselves remains unaffected by this. We are authorised to notify the third-party debtor of the assignment of the claim on behalf of the customer. Taking back the goods subject to retention of title shall not be regarded as cancellation of the contract. The latter shall only apply if we expressly declare this in writing. We are not obliged to set a grace period before taking back the goods. If the securities to which we are entitled due to the retention of title exceed the value of the secured claims by more than 20%, we shall release the securities on request to this extent.

9. ASSIGNMENT OF CLAIMS
The assignment of claims to which the customer is entitled against us from the business relationship is excluded.

10. IT AND DATA SECURITY
10.1 Safety standards
The customer undertakes to take reasonable technical and organizational measures for information security within the scope of what is reasonable for them in order to prevent unauthorized access to their systems, data, and transmitted or stored data of the supplier. Generally recognized standards such as ISO/IEC 27001 or equivalent industry-standard security standards are decisive in this regard.
10.2 Duty to avert danger
The customer shall take appropriate measures to protect its IT systems, networks, applications, and data – including the systems used for contract fulfillment – against unauthorized access, misuse, loss, manipulation, or other security-related impairments.
10.3 Mandatory reporting of security incidents
The customer shall inform Schwan Cosmetics immediately upon becoming aware of any IT security incidents or data breaches that are directly related to the contractually agreed services and that could significantly impair Schwan Cosmetics' ability to provide its services. The notification shall be made in writing and shall contain a description of the nature of the incident and the measures already taken, insofar as these are known at the time of notification.
10.4 Cooperation in incidents
The customer shall cooperate with us to a reasonable extent in investigating and remedying relevant security incidents, if and to the extent necessary to prevent or mitigate damage.
10.5 Liability
The customer shall only be liable for damages incurred by us as a result of a breach of the obligations under this clause to the extent that the customer is responsible for such breach. Except in cases of intent and gross negligence, liability shall be limited to the amount of damage typically foreseeable under the contract.
10.6 Audit and documentation requirements
At the request of Schwan Cosmetics, the customer shall provide reasonable evidence of compliance with the above obligations, e.g., by presenting certificates or security concepts. External audits at the customer's premises are only permitted if they are announced with reasonable notice, if we have a legitimate interest, and if the customer is permitted to impose conditions to protect its own security interests and data protection.

11. CODE OF CONDUCT
11.1 The customer is aware of our Code of Conduct in its current version. By recognizing the Code of Conduct, the customer undertakes to fully comply with the regulations set out therein.
11.2 The current version of the Code of Conduct is available on request and can be accessed online (https://www.schwancosmetics.com/fileadmin/Code-of-Conduct-EN.pdf). If the customer breaches these requirements and fails to remedy the breach within a reasonable period of time set by us, we shall be entitled to withdraw from the entire contract without notice.

12. DATA PROCESSING AND DATA PROTECTION
The data required for contract processing is processed within the permissible framework of the GDPR and other relevant laws. You can find more information on the subject of data protection in our data protection information sheet, which is available online at (https://www.schwancosmetics.com/information-on-data-protection).

13. PLACE OF FULFILMENT AND JURISDICTION
13.1 The place of fulfilment for all deliveries and payments is Heroldsberg. The place of jurisdiction is Nuremberg. However, we are also entitled to sue the customer at the court of his place of business or residence.
13.2 German law shall apply to the contractual relationship, in particular in the case of cross-border deliveries, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14. FINAL PROVISIONS
14.1 The current version of the GTC can be found at www.schwancosmetics.com/general-terms-conditions. Schwan Cosmetics reserves the right to amend and/or supplement these T&Cs to the extent necessary in our view and will provide the customer with a correspondingly modified version, which will then replace the current version of the T&Cs in full. Silence on the amendment to the GTC shall be deemed acceptance. All orders already placed by the customer at the time of transmission of the modified GTC shall be executed on the basis of the validity of the previous version of the respective GTC.
14.2 All verbal arrangements and agreements between Schwan Cosmetics and the customer must be made in writing and confirmed by Schwan Cosmetics in order to be legally binding. Written notifications can also be sent by fax, e-mail or other electronic means.
14.3 Should one of the above provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions or the contract as a whole. In this case, Schwan Cosmetics and the customer expressly undertake to agree on a provision that comes closest to the intended economic purpose. The same applies in the event of any loopholes in these GTC.

Valid since: October 2025