GENERAL TERMS AND CONDITIONS OF SALE (GTC) SUPREME TRADING GMBH


1. GENERAL PROVISIONS / SCOPE OF APPLICATION

1.1 These General Terms and Conditions of Sale ("GTC") apply to all contracts entered into between SUPREME TRADING GmbH (hereinafter referred to as "SUPREME TRADING") and its customers regarding the purchase and/or delivery of movable goods ("Goods"). 1.2 These GTC apply exclusively to business entities (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special public-law funds. 1.3 Unless agreed otherwise, these GTC shall apply in the version valid at the time of the order or, in any event, in the version last communicated to the customer in text form as a framework agreement for future contracts of a similar nature, without SUPREME TRADING having to refer to them in each individual case. 1.4 These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that SUPREME TRADING has expressly consented to their applicability. This requirement of consent applies even if SUPREME TRADING performs delivery without reservation while being aware of the customer's terms. 1.5 Individual agreements reached with the customer in individual cases (including collateral agreements, supplements, and amendments) and specifications in an order confirmation shall take precedence over these GTC. 1.6 Commercial terms shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in the version valid at the time of contract conclusion. 1.7 Clarifying references to statutory provisions serve clarification purposes only; statutory provisions shall apply directly unless amended or excluded in these GTC.


2. FORMATION OF CONTRACT

2.1 Offers made by SUPREME TRADING are subject to change and non-binding unless expressly designated as binding. 2.2 Binding offers by SUPREME TRADING may be accepted by the customer within five (5) business days following receipt, unless agreed


3. PRICES & PAYMENT TERMS

3.1 Unless agreed otherwise in writing, prices are current at the time of contract conclusion, net plus statutory Value Added Tax (VAT) as applicable. 3.2 If Goods are delivered to a different destination at the customer's request, the customer shall bear all transport costs ex warehouse as well as the costs of any transport insurance requested. 3.3 Any duties, taxes, fees, and official charges shall be borne by the customer. 3.4 Invoices are due and payable within fourteen (14) calendar days from receipt of invoice via bank transfer without deduction to the account specified by SUPREME TRADING. Upon expiration of said payment term, the customer shall be in default. Interest shall accrue at the statutory default rate during default. Commercial default interest under Section 353 of the German Commercial Code (HGB) remains unaffected. 3.5 The customer shall only have rights of set-off or retention to the extent that its claim is final, non-appealable, or undisputed.


4. DELIVERY PERIODS & DEFAULT

4.1 Delivery periods are agreed individually or specified upon order confirmation. Default delivery periods are up to twelve (12) weeks from contract conclusion. 4.2 If SUPREME TRADING cannot meet binding delivery deadlines due to reasons beyond its reasonable control (unavailability of performance / force majeure / non-delivery by suppliers under congruent coverage transactions), SUPREME TRADING shall inform the customer without delay and communicate estimated revised delivery dates. If performance remains unavailable, SUPREME TRADING reserves the right to withdraw from the contract in whole or in part. 4.3 Occurrence of delivery default shall be governed by statutory provisions. If SUPREME TRADING is in default, the customer may claim liquidated damages equal to 0.5% of the net price per completed calendar week of delay, capped at a maximum of 5% of the net value of delayed Goods.


5. RETENTION OF TITLE

5.1 SUPREME TRADING retains title to all sold Goods until full settlement of all present and future claims arising from the purchase contract and an ongoing business relationship ("Secured Claims"). 5.2 Goods subject to retention of title shall not be pledged or assigned as security to third parties prior to full payment. 5.3 In the event of breach of contract by the customer (notably default in payment), SUPREME TRADING is entitled to rescind the contract and/or demand return of Goods on the basis of retention of title. 5.4 The customer is authorized to resell/process Goods in the ordinary course of business, assigning all resulting third-party receivables to SUPREME TRADING as security.


6. WARRANTY CLAIMS & DEFECT NOTICE

6.1 Claims for defects are excluded if the customer was aware or grossly negligent in being unaware of the defect at the time of contract conclusion. 6.2 Warranty rights require that the customer has complied with its statutory duties of inspection and notification under Sections 377 and 381 HGB:

  • Obvious Defects: Must be reported in text form (e.g., letter, email) within three (3) business days of delivery.
  • Hidden Defects: Must be reported in text form within three (3) business days of discovery.
  • Failure to properly notify excludes liability for unnotified defects. 6.3 In case of defects, SUPREME TRADING shall initially have the right to choose cure via repair (Nachbesserung) or replacement delivery (Ersatzlieferung). 6.4 Deviating from Section 438 (1) No. 3 BGB, the general limitation period for defect claims is one (1) year from delivery.


7. LIMITATION OF LIABILITY

7.1 SUPREME TRADING shall be fully liable under statutory provisions for damages resulting from injury to life, body, or health caused by intentional or negligent breach of duty, as well as for intent, gross negligence, fraudulent concealment, or statutory strict liability (e.g., Product Liability Act). 7.2 For ordinary negligence, SUPREME TRADING is liable only for breach of essential contractual obligations (Kardinalpflichten), limited to foreseeable, typical damage. 7.3 Any further liability is explicitly excluded.


8. GOVERNING LAW & JURISDICTION

8.1 These GTC and the contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany. 8.2 The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. 8.3 Exclusive international and local jurisdiction for all disputes arising from or in connection with the contract shall be the registered place of business of SUPREME TRADING (Elmshorn / Pinneberg, Germany). 8.4 The governing contract language is German.

SUPREME TRADING GmbH | Managing Directors: Fabian von Thun, Serkan Sisman | Daimlerstraße 9, D-25337 Elmshorn, Germany
Phone: +49 (0) 4121 – 2622690 | Email: sisman@supremetrading.de | Commercial Register: Local Court of Pinneberg (HRB 14171) | VAT ID: DE319023612