General Terms and Conditions (GTC)

Ayyildiz Hali GmbH – Terms of Sale, Delivery and Payment for Business Customers

Version: September 2026

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services of Ayyildiz Hali GmbH, Computacenter Park 2-4, 50170 Kerpen-Sindorf, Germany (hereinafter “we” or “Ayyildiz”) to its customers (hereinafter “Buyer”).

1.2 We sell exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By placing an order, the Buyer confirms that the goods are purchased for its commercial or independent professional activity. We do not sell to consumers.

1.3 These GTC apply exclusively. Deviating, conflicting or supplementary terms of the Buyer only become part of the contract if we have expressly agreed to them in text form. This also applies if we deliver without reservation while aware of such terms.

1.4 These GTC, in their current version, also apply to all future transactions with the Buyer without our having to refer to them again.

1.5 Individual agreements (e.g. framework agreements, private label or fulfilment agreements) take precedence over these GTC. We do not conduct consignment business.

2. Offers and Conclusion of Contract

2.1 Our offers, price lists and presentations in the B2B shop are subject to change and non-binding unless expressly designated as binding.

2.2 The Buyer’s order is a binding offer. The contract is concluded upon our order confirmation in text form or upon delivery of the goods.

2.3 Minor deviations in colour, size, material and texture that are customary in the trade, in particular for rugs and textiles, are reserved insofar as they are reasonable for the Buyer.

2.4 We are entitled to withdraw from the contract if, after conclusion of the contract, it becomes apparent that our claim to payment is jeopardised by the Buyer’s lack of ability to pay, in particular in the event of payment default on earlier deliveries or the filing of an application for insolvency proceedings. Instead, we may also demand payment in advance or appropriate security.

3. Prices

3.1 All prices are in euros plus the applicable statutory VAT, ex our warehouse in Kerpen, excluding packaging, freight and insurance, unless otherwise agreed. Unless stated otherwise, prices apply per square metre or per piece; lot prices only apply after prior agreement and confirmation in text form.

3.2 The prices stated in our order confirmation are decisive. Price changes prior to conclusion of the contract are reserved. If more than four months lie between conclusion of the contract and the agreed delivery date, we may adjust prices appropriately if our costs (e.g. purchase prices, freight, customs duties, energy) have demonstrably increased.

4. Delivery, Delivery Time and Transfer of Risk

4.1 The type and scope of delivery (parcel, pallet, freight forwarder or collection) and the shipping costs are agreed individually or result from the ongoing business relationship.

4.2 Delivery dates and periods are non-binding unless expressly confirmed in text form as binding (fixed date). A confirmed delivery week is an estimated date and refers to provision or dispatch from our warehouse.

4.3 Partial deliveries are permitted insofar as they are reasonable for the Buyer. They may be invoiced separately. Payment for partial deliveries already made may not be refused on the grounds of outstanding quantities.

4.4 The risk of accidental loss and accidental deterioration of the goods passes to the Buyer upon handover to the forwarder, carrier or other person designated to carry out the shipment, at the latest when the goods leave our warehouse. In the case of collection, the risk passes upon handover or upon provision and notification that the goods are ready for collection. This also applies to partial deliveries and if we bear the shipping costs.

4.5 Transport damage and missing quantities must be noted on the consignment note or delivery note and confirmed by the carrier. Transport damage that is not externally visible must be reported to us in text form without undue delay, at the latest within 3 working days of receipt.

4.6 If the Buyer is in default of acceptance, we may claim compensation for the resulting damage, including additional expenses (e.g. storage costs).

5. Force Majeure

5.1 Events of force majeure and other unforeseeable circumstances for which we are not responsible (e.g. natural disasters, pandemics, war, strikes, official measures, disruption of transport routes, failure of suppliers despite proper advance orders) extend the delivery time by the duration of the impediment plus a reasonable start-up period.

5.2 If the impediment lasts longer than three months, both parties are entitled to withdraw from the contract with regard to the part not yet performed. We will refund any consideration already provided by the Buyer without undue delay.

6. Payment and Late Payment

6.1 Unless otherwise agreed, payment is made in advance or in cash or by non-cash payment upon handover of the goods. Agreed payment terms are stated in the order confirmation or invoice. Payment is deemed timely when received in our account. Cash discounts may only be deducted if expressly agreed.

6.2 We may send invoices electronically, in particular as e-invoices in a structured format. The Buyer shall ensure that it is able to receive e-invoices.

6.3 If the Buyer is in default of payment, default interest at the statutory rate (currently 9 percentage points above the applicable base rate) and the lump sum of EUR 40 pursuant to Section 288 BGB are payable. We reserve the right to claim further damages.

6.4 In the event of late payment, we may make further deliveries subject to payment in advance or withhold them until all amounts due have been paid.

6.5 The Buyer may only set off undisputed claims or claims that have been finally determined by a court. The Buyer is only entitled to a right of retention if its counterclaim is based on the same contractual relationship.

7. Retention of Title

7.1 The goods delivered remain our property until all claims arising from the ongoing business relationship have been paid in full (goods subject to retention of title).

7.2 The Buyer may resell the goods subject to retention of title in the ordinary course of business. Pledging or transfer by way of security is not permitted.

7.3 The Buyer hereby assigns to us, by way of security, all claims arising from the resale of the goods subject to retention of title in the amount of our invoice (including VAT) (extended retention of title). We accept this assignment. The Buyer remains authorised to collect these claims as long as it duly meets its payment obligations. Amounts collected must be passed on to us without undue delay insofar as our claims are due.

7.4 In the event of late payment or a significant deterioration in the Buyer’s financial situation, we may revoke the collection authorisation and demand the return of the goods subject to retention of title. The Buyer must then inform us of the assigned claims and their debtors.

7.5 The Buyer must inform us in text form without undue delay of any access by third parties to the goods subject to retention of title (e.g. seizures) and notify the third parties of our ownership.

7.6 If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

8. Notice of Defects and Warranty

8.1 The Buyer’s rights in respect of defects require that it has complied with its obligations to inspect and give notice of defects under Section 377 of the German Commercial Code (HGB). Obvious defects, incorrect deliveries and quantity deviations must be notified in text form within 3 working days of receipt of the goods. Hidden defects must be notified in text form within 7 working days of their discovery. Goods complained about may not be processed, cut or resold before notification.

8.2 In the case of justified defects, we will, at our discretion, provide subsequent performance by remedying the defect or delivering goods free of defects. We must be granted a reasonable period of time for this.

8.3 If subsequent performance fails or is unreasonable for the Buyer, the Buyer may reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. Withdrawal is excluded in the case of insignificant defects. Claims for damages are governed by clause 9.

8.4 Customary deviations in accordance with clause 2.3 as well as natural wear and tear, improper handling, storage or cleaning do not constitute a defect.

8.5 Claims for defects become time-barred 12 months after delivery of the goods. This does not apply in cases of intent, fraudulent concealment of a defect, claims for injury to life, body or health, claims under the German Product Liability Act, or in cases of supplier recourse under Sections 445a, 445b and 478 BGB; in these cases, the statutory periods apply.

8.6 The Buyer’s rights of recourse in the event of resale to consumers (Sections 445a, 445b, 478 BGB) remain unaffected by the above provisions.

9. Liability

9.1 We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee assumed.

9.2 In the event of a slightly negligent breach of material contractual obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Buyer may regularly rely), our liability is limited to the foreseeable damage typical for the contract.

9.3 Otherwise, our liability for slight negligence is excluded.

9.4 These limitations of liability also apply in favour of our executive bodies, employees and vicarious agents.

10. Private Label, Fulfilment and Advertising Materials

10.1 In the case of production under the Buyer’s brand (private label), the Buyer warrants that it is entitled to use the trademarks, logos, designs and markings specified by it and that these do not infringe any third-party rights. The Buyer shall indemnify us against third-party claims in this respect. Details such as minimum quantities, labelling and purchase obligations are agreed separately.

10.2 Fulfilment services (dropshipping), in particular storage, picking and shipping to the Buyer’s end customers, are additionally subject to the separate agreements made in each case. The Buyer remains the seller vis-à-vis its end customers and is itself responsible for complying with the statutory obligations incumbent on it (e.g. information and withdrawal obligations).

10.3 Advertising materials and promotional items provided free of charge remain our property and must be returned on request upon termination of the business relationship.

11. Packaging

11.1 We fulfil our obligations as producer or distributor of packaging under the German Packaging Act (VerpackG) and the EU Packaging and Packaging Waste Regulation (PPWR). Information on our packaging and the related declarations of conformity is available on our website.

11.2 Transport and outer packaging not arising at private end consumers is taken back by arrangement at our site in Kerpen, provided that the packaging is empty, sorted by type and clean.

12. Data Protection

12.1 We process personal data of the Buyer and its contact persons for the performance of the contract and the business relationship in accordance with the General Data Protection Regulation (GDPR). Details can be found in our privacy policy at www.ayyildizhali.de.

13. Applicable Law, Place of Jurisdiction and Final Provisions

13.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 If the Buyer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from the business relationship is Cologne (Köln), Germany. We are also entitled to bring an action at the Buyer’s general place of jurisdiction.

13.3 The place of performance for delivery and payment is Kerpen, unless otherwise agreed.

13.4 Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the statutory provision.

13.5 These GTC are available in German and English. In the event of any discrepancies, the German version shall prevail.

Ayyildiz Hali GmbH · Computacenter Park 2-4 · 50170 Kerpen-Sindorf · Germany · Register court: Local Court (Amtsgericht) Cologne, HRB 72122