General Terms and Conditions for B2B Sales

(as of August 2025)

1. Scope

(1) These General Terms and Conditions (GTC) apply to all contracts for the manufacture and delivery of customized shoes and other customized merchandise products between Born Originals GmbH (hereinafter referred to as the “Supplier”) and its customers, insofar as these are entrepreneurs within the meaning of § 14 BGB (German Civil Code).

(2) Any deviating or supplementary terms and conditions of purchase of the customer shall not apply, even if the Provider does not expressly object to their validity.

2. Conclusion

(1) Offers made by the Provider are subject to change without notice, unless they are expressly designated as binding.

(2) A contract is only concluded when the customer signs the Provider’s written offer and returns it to the Provider. Changes or additions require written confirmation by the Provider.

3. Scope of services / Cooperation of the customer

(1) The Provider shall provide design, sampling, production, and delivery services in accordance with the customer’s individual specifications.

(2) The customer is obliged to provide all data, logos, and information required for the execution of the order in a usable form and in a timely manner.

(3) The customer is obliged to check and approve samples, drafts, or visualizations sent by the provider without delay. If no approval is given within 4 working days, it shall be deemed to have been granted.

(4) Delays or additional costs attributable to late approvals or other acts of cooperation on the part of the customer shall be borne by the customer and shall extend the delivery period accordingly.

4. Delivery / Delivery periods

(1) Unless a fixed date has been expressly agreed, delivery times are non-binding. The standard delivery period is up to three months from the date on which the following conditions have been met by the customer: The design has been approved, the deposit has been paid, and the necessary production information, in particular clothing or shoe sizes and the corresponding quantities, has been provided to the supplier.

(2) Delivery periods shall be extended appropriately in the event of force majeure, official measures, delivery bottlenecks through no fault of the provider, or other circumstances beyond the provider’s control.

(3) The customer may only withdraw from the contract due to delays if they have set the provider a reasonable grace period in writing and this has expired without result.

5. Prices and terms of payment

(1) All prices are net plus statutory sales tax.

(2) The purchase price is payable in two installments: 50% after conclusion of the contract (down payment), 50% before delivery of the goods. Exceptions must be noted in writing in the offer.

(3) The delivered goods remain the property of the supplier until all claims arising from the business relationship have been paid in full.

(4) The retention of title also extends to claims of the supplier arising from the current business relationship.

(5) Packaging and shipping costs within Germany are included in the price, unless otherwise agreed. The customer shall bear the costs of shipping to multiple delivery addresses, abroad, as well as customs and import duties.

(6) Costs incurred as a result of repeated deliveries due to non-deliverability or default of acceptance shall be borne by the customer.

6. Cancellation and changes

(1) As these are individually manufactured products, cancellation is generally excluded.

(2) In the event of a cancellation accepted by the provider, the following flat-rate fees shall apply:

(3) The customer will be presented with a visualization of the product prior to production in order to approve the production order. Subsequent change requests by the customer will only be considered if the production phase still allows this. Any additional costs and delivery delays resulting from this shall be borne by the customer.

7. Warranty

(1) The warranty period is 9 months from delivery of the goods.

(2) The customer is obliged to inspect the delivered goods immediately upon receipt and to report any visible defects in writing within 7 days. Later complaints are excluded.

(3) Damage resulting from normal wear and tear, improper use, lack of care, or external influences shall not be considered a defect. In the case of shoes, this applies in particular to signs of wear such as worn soles, frayed seams, or similar changes due to use.

(4) In the event of justified complaints, the supplier is initially entitled to subsequent performance, at the supplier’s discretion, either by remedying the defect or by delivering a defect-free item. The customer must grant the supplier a reasonable period of time for this.

(5) If the subsequent performance fails twice or is unreasonable for the supplier, the customer may reduce the price or withdraw from the contract. Claims for damages are governed exclusively by Section 8 of these General Terms and Conditions.

8. Liability

(1) The supplier is liable without limitation for damages resulting from intent and gross negligence as well as for damages resulting from injury to life, limb, or health.

(2) In cases of slight negligence, the provider shall only be liable for the breach of essential contractual obligations (cardinal obligations) and only for foreseeable damage typical for this type of contract.

(3) Liability for indirect damage, consequential damage, or lost profits is excluded.

(4) Mandatory legal claims, in particular under the Product Liability Act, remain unaffected.

9. Rights to logos, designs, and indemnification

(1) The customer grants the provider a simple right of use to the logos, trademarks, and other identifying marks provided by the customer for the execution of the order and for appropriate reference purposes.

(2) The customer warrants that they are the owner of all rights necessary for use.

(3) The customer indemnifies the provider against all third-party claims resulting from an infringement of property rights in connection with the data or specifications provided by the customer.

(4) The provider’s own designs may also be used for other customers, unless exclusive use has been expressly agreed in writing.

10. Uncertainty clause / solvency of the customer

(1) If, after conclusion of the contract, it becomes apparent that the provider’s claim to consideration is jeopardized by the customer’s lack of solvency (e.g., default of payment, insolvency application, unfavorable information), the provider is entitled to provide outstanding services only against advance payment or security deposit.

(2) If the advance payment or security deposit is not made within a reasonable period set by the provider, the provider is entitled to withdraw from the contract. In this case, partial services already rendered must be invoiced immediately.

11. Final provisions

(1) German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of the provider, insofar as this is legally permissible.

(3) Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.