GTC

1. scope of application, exclusion clause

1.1 The following contractual terms and conditions apply to all purchase contracts and contracts for work and materials concluded by Syndikat4, owner Caroline Arnold, Weinbergstraße 42, Neckarwestheim, Germany (hereinafter referred to as Syndikat4 or "we") with customers. The contractual terms and conditions apply regardless of whether the customer is a consumer or an entrepreneur, unless otherwise agreed in individual cases

1.2 The following contractual terms and conditions shall apply exclusively; other contractual terms and conditions shall not become part of the contract, even if we do not expressly object to them.

2. conclusion of contract, offer based on customer specifications

2.1 We maintain a website under the URL www.syndikat4.com, which serves to present our company and the wallpaper designs we sell - comparable to an online catalogue. Visitors to our website have the opportunity to browse through all the designs in our portfolio and to contact us about the production of a wallpaper with specific designs, or to make an unspecified enquiry regarding an individual design request. Under no circumstances do the illustrations there constitute a contractual offer to the customer, but are merely intended to inform the customer about the designs available for selection and invite them to contact us. This also applies analogously if we present the wallpaper designs sold by us in the form of print catalogues or other published sales materials.

2.2 If an Internet visitor contacts us with a specific enquiry for a wallpaper - which should include the selection of one or more possible wallpaper designs and the dimensions of the surfaces to be decorated, the intended use (wallpaper in the living area or in the wet area) and a photo of the room in which the wallpaper is to be applied - we will prepare a contract offer based on the customer's specifications and send this to the customer. A contract with reciprocal obligations is only concluded when the customer accepts this offer.

2.3 If the customer submits requests for changes to an offer made by us, this shall be deemed to be a rejection of our contractual offer and a new request for an offer. Unless expressly agreed otherwise, a contract shall only be concluded in response to such a change request if we have submitted an amended contract offer which the customer has accepted.

3 Subject matter of the contract, performance obligations of Syndikat4

3.1 The contracts concluded with us are contracts for work and materials. Our obligation to perform includes the production of the desired wallpaper with the design requested by the customer and according to the dimensions requested by the customer. We then send the manufactured wallpaper to the customer. If our wallpaper is to be used in the living/work area, this includes either the wallpaper ("our wall system") or the wallpaper and a sealant ("our strong wall system"). If the subject of the contract is a glass fibre wallpaper for use in wet areas ("our wet system"), the scope of delivery includes a primer to seal the surface, wallpaper paste, the glass fibre wallpaper and a sealant, the same applies to the floor and also the exterior system (for all applications also "Wallpaper system").

3.2 The scope of delivery also includes a description of the respective wallpaper system including installation instructions intended for use by specialised personnel (painters and upholsterers, plumbers).

3.3 The installation of the wallpaper ordered by the customer is not part of the contract.

3.4 The creation of the wallpaper, in particular its dimensions and selection of the design, shall be based solely on the customer's specifications for the desired design and the room dimensions provided by the customer. We are not obliged to check the accuracy of the customer's specifications unless there are obvious errors that should have been obvious to everyone.

4. place of performance

4.1 We shall dispatch the ordered wallpapers and handcrafted components to the delivery address provided by the customer. Our performance shall be deemed to have been fulfilled when the goods are handed over to the carrier (debt of carriage). The risk of accidental loss of the ordered goods during transport shall be borne by the customer.

4.2 If individual components of our consignment are ordered from our suppliers and dispatched directly to the customer's delivery address (drop shipment), our registered office is nevertheless agreed as the place of performance.

5. advance performance obligation of the customer, delivery times

5.1 After conclusion of the contract, the agreed purchase price is due for payment.

5.2 The customer is obliged to make advance payment. We shall not be obliged to fulfil our contractual performance obligations until the customer's payment obligation has been fulfilled - in the case of bank transfers, the credit entry in our bank account shall be decisive.

5.3 The delivery time is three weeks from the day on which the purchase price is credited to us, unless otherwise agreed.

6 Obligations of the customer

6.1 The customer is obliged to accept the wallpapers and the wallpaper system supplied by us and to pay the agreed purchase price.

6.2 If the customer cancels the concluded contract after conclusion of the contract without sufficient contractual and/or legal grounds, he shall be obliged to compensate us for damages if he is responsible for the breach of duty. The compensation shall amount to a lump sum of 15 % of the gross contract amount, unless the customer proves that we have suffered less damage.

7. warranty

7.1 If the customer is an entrepreneur within the meaning of § 14 BGB:

7.1.1 The customer's warranty rights are excluded if the material defect relates to the wallpaper system. We assign to the customer all warranty claims against our suppliers and authorise the customer to assert and collect these without authorisation.

7.1.2 If the defect asserted by the customer relates to the wallpaper delivered by us, the warranty rights exist in accordance with the statutory provisions. The customer must inspect the subject matter of the contract immediately after delivery and report any defects (§ 377 HGB).

7.2 If the customer is a consumer within the meaning of § 13 BGB:

7.2.1 The warranty rights for the contractual services provided by us shall be governed by the statutory provisions of §§ 434 et seq. BGB.

7.3 The limitation period for companies and consumers is one year, beginning at the end of the year in which the customer received the goods owed by us.

8. right of cancellation

A right of cancellation exists in accordance with the statutory provisions if the customer is a consumer. Entrepreneurs have no right of cancellation. There is expressly no contractual right of cancellation.

9. liability

9.1 Liability for damages caused intentionally or through gross negligence by a contracting party or a vicarious agent or legal representative, as well as for damages resulting from injury to life, limb or health, shall be governed by the statutory provisions and shall be unlimited.

9.2 In all other cases, the contracting parties shall only be liable insofar as the damage has arisen from a breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the other contracting party could rely, but only to the extent of the typical, foreseeable damage.

10. rights of retention, prohibition of set-off

10.1 The customer shall only be entitled to a right of retention against a claim by Syndikat4 for claims arising from the same contractual relationship.

10.2 Offsetting against a claim by Syndikat4 is only permitted if the customer's claim is recognised by us or has been legally established.

11. reservation of title

The goods delivered by us shall remain our property until the purchase price has been paid in full. Prior to the transfer of ownership, the customer is not authorised to dispose of the goods, in particular to procure ownership of the goods for third parties.

12. rights of use

12.1 Unless otherwise agreed below, the rights to the work embodied in our wallpaper shall remain with us.

12.1 We grant the customer a non-exclusive right to use the work embodied in the wallpaper, unlimited in time and space. The customer may install the wallpaper purchased from us on his premises without restriction, even if the areas in question are intended for public use.

12.2 The customer also has the right to reproduce the work embodied in our wallpaper by producing photographs or video recordings and to distribute or make these reproductions publicly accessible in the context of publications in connection with his premises or his company - for example in the form of social media posts, catalogues, flyers, etc.

12.3 The customer is not authorised to produce commercial items - of any kind whatsoever - whose essential feature is a use of the work, and to offer them for sale to third parties, whether for payment or free of charge.

12.4 Unless expressly agreed otherwise, the customer shall be obliged to name the author of the work in accordance with customary industry practice.

13. secrecy

13.1 In principle, the contractual provisions and the information exchanged between the contracting parties in the course of the performance of the contract are not subject to confidentiality. However, if one of the contracting parties expressly identifies specific information as confidential in individual cases, the contracting parties mutually undertake to treat such information as confidential. Information designated as confidential may not be passed on or disclosed to third parties without the prior consent of the other contracting party in text form.

13.2 The confidentiality obligation does not apply in the following cases:

13.2.1 The information designated as confidential is already known to the public or is generally accessible. This shall also apply if the information becomes publicly known or generally accessible at a later date without breach of the confidentiality obligation.

13.2.2 The information designated as confidential was already demonstrably known to the contracting party prior to disclosure by the contracting party claiming confidentiality.

13.2.3 The information designated as confidential was provided or made accessible to the contractual partner by an authorised third party without breach of the confidentiality agreement.

13.2.4 The information designated as confidential concerns information that was already known to the contractual partner on the basis of its own expertise.

13.3 The confidentiality obligation shall in no case apply to consultants (tax advisors, auditors, lawyers, etc.) who are obliged to maintain confidentiality on the basis of professional regulations.

13.4 The contracting parties shall be mutually obliged to impose a duty of confidentiality on their employees who gain knowledge of the information designated as confidential in accordance with the provisions of labour law.

13.5 If the customer is an entrepreneur, the following is agreed in the event of a breach of the duty of confidentiality: In the event of a culpable breach of the duty of confidentiality, the contracting parties promise each other an appropriate contractual penalty, which shall be determined by the respective other party at its reasonable discretion and in consideration of the relevant circumstances of the individual case (interest in confidentiality, severity of the breach, etc.) and may be reviewed by the competent court upon application.

14. final provisions

14.1 The contractual language is German. If, in individual cases, we provide the customer with a version of this contract in another language, only the provisions of the German language version shall apply in the event of contradictions or ambiguities.

14.2 If the customer is an entrepreneur within the meaning of § 14 BGB, the place of jurisdiction in connection with all disputes arising from or in connection with this contract shall be Stuttgart.

14.3 The contractual relationship between the parties shall be governed by German law to the express exclusion of the UN Convention on Contracts for the International Sale of Goods.

14.4 Should individual provisions of this contract prove to be invalid, the remaining provisions shall remain unaffected. In such a case, a provision shall be deemed to have been agreed in place of the invalid provision which comes closest to the intended purpose of the invalid provision and which the parties would have concluded if they had been aware of the invalidity of the provision. The same applies in the event of loopholes.