GC Footwear GmbH Terms & Conditions:
General Terms and Conditions

General Terms and Conditions of GC Footwear GmbH, Plauener Str. 163-165, Haus 4/D 13053 Berlin (hereinafter “Contractor”)

§ 1 Scope
(1) All deliveries, services, and offers of GC Footwear GmbH (hereinafter “Contractor”) are made exclusively on the basis of these General Terms and Conditions (“T&Cs”). They are part of all contracts concluded by the Contractor with its contractual partners (hereinafter “Client”) regarding the deliveries or services offered. They also apply to all future deliveries, services, or offers to the Client, even if not expressly agreed again.
(2) These T&Cs apply exclusively to entrepreneurs within the meaning of § 14 BGB (natural or legal persons or legally capable partnerships acting in the exercise of their commercial or independent professional activity), freelancers, and associations, as long as they do not act as consumers within the meaning of § 13 BGB. No contracts are concluded with consumers/private individuals within the meaning of § 13 BGB.
(3) Terms and conditions of the Client or third parties shall not apply, even if the Contractor does not expressly object to their validity in individual cases. Even if the Contractor refers to a document containing the Client’s or a third party’s terms, this does not constitute acceptance of those terms.

§ 2 Offer and Conclusion of Contract
(1) All offers of the Contractor are non-binding unless explicitly stated as binding or include a specific acceptance period. Orders or commissions may be accepted by the Contractor within 14 days of receipt.
(2) The legal relationship between Contractor and Client is governed solely by the written or electronic contract, including these General Terms and Conditions.
a) In the case of an online order for non-customized sample products, the contract is concluded by the Contractor’s order confirmation or by executing the delivery.
b) For customized products, the contract is concluded by the Client’s acceptance of an offer previously submitted by the Contractor.
c) If the Client makes an offer by submitting a specific order with desired quantities, sizes, and designs, the contract is concluded upon sending an order confirmation or invoice by the Contractor.
(3) Amendments or changes to agreements, including these terms, must be in writing to be effective. Except for managing directors or authorized officers, Contractor employees are not authorized to make oral deviations. Written form includes electronic transmission, e.g., by email.

§ 3 Description of Services and Tolerances
(1) Specifications of the Contractor regarding the object of delivery or service (e.g., weight, dimensions, usability, load capacity, tolerances, and technical data) and representations thereof (e.g., drawings, images) are approximate unless exact conformity is necessary for contractual use. They do not constitute guaranteed characteristics but describe the delivery or service.
(2) Production-related over- or under-deliveries of up to 5% of the order quantity are permissible and deemed compliant, provided they are reasonable for the Client. The Client must accept and pay for corresponding over- or under-deliveries.
(3) For products such as slippers and similar items, specified dimensions and weights may vary by size; the values are averages for guidance. Common deviations are permitted if they do not substantially affect the intended use.

§ 4 Ownership and Intellectual Property of Documents
(1) The Contractor retains ownership or copyright of all offers, estimates, drawings, images, calculations, brochures, catalogs, models, tools, and other documents provided. The Client may not make these accessible to third parties, use, or reproduce them without explicit consent.
(2) Upon request, the Client must return these items and destroy any copies if no longer needed or if negotiations do not lead to a contract, except for electronic backups for usual data retention.

§ 5 Prices and Payment
(1) Prices apply to the scope specified in order confirmations. Extra or special services are charged separately. Prices are in EUR ex works plus packaging, VAT, and for exports, customs duties and fees. For deliveries from non-EU countries, the Client is solely responsible for proper customs clearance and legal compliance. The Contractor provides support but assumes no liability for delays or additional costs.
(2) If list prices are the basis and delivery occurs more than four months after contract conclusion, the prices valid at delivery apply. Tiered prices and lists may be adjusted within normal market and cost developments.
(3) Unless otherwise agreed in writing, payment is due in advance. The Contractor is only obliged to perform after full payment is received. Waiving advance payment in individual cases does not constitute a waiver of the payment claim.
(4) In individual cases, the Contractor may accept a 50% deposit; the remaining 50% must be paid in advance before shipping.
(5) Invoice amounts are due immediately without deductions unless otherwise agreed. Payment is deemed received when credited to the Contractor. Late payments accrue 5% p.a. interest; claims for higher interest or damages remain unaffected.
(6) Set-off or retention of payments is only allowed for undisputed or legally established claims or claims from the same order.
(7) The Contractor is not obliged to honor obvious pricing errors.

§ 6 Client Obligations and Indemnification
(1) The Client must provide complete and accurate information, data, works – including logos, images, designs, or graphics – timely and in proper form.
(2) The Client ensures that the content does not infringe third-party rights and grants the Contractor non-exclusive, non-transferable rights to use the content for the contract. The Contractor may share content with subcontractors as needed.
(3) The Client indemnifies the Contractor against third-party claims arising from content use, including legal costs.
(4) The Contractor is not responsible for delays caused by late or insufficient cooperation of the Client.

§ 7 Print and Logo Files, Withdrawal
(1) Customized products, especially with the Client’s logo, are produced based on files provided by the Client. The Contractor is not responsible for completeness, accuracy, or legality of these files.
(2) The Client must check files for technical suitability, quality, and correctness.
(3) If files are faulty, the Client must provide replacements within 48 hours or accept production at their own risk.
(4) Drafts are adjusted in consultation with the Client; production is based on confirmed designs.
(5) Colors are produced according to specified values (e.g., Pantone); slight deviations are normal.
(6) The Contractor may store logos and files for future reorders unless the Client objects in writing.
(7) The Contractor may refuse orders if content is illegal, discriminatory, violent, or otherwise prohibited.

§ 8 Delivery and Lead Time
(1) Deliveries are ex works.
(2) Stated delivery times are approximate unless fixed deadlines are agreed in writing. Delivery times refer to handover to the shipping company. Risk passes to the Client upon handover.
(3) Delays due to Client’s obligations or payments extend delivery times accordingly.
(4) Proof of delivery by the carrier is sufficient evidence.
(5) Certain locations may have longer delivery times or extra costs; Client is informed.
(6) Address changes after order are only possible in writing at Client’s expense.
(7) The Contractor is not liable for delays after handover to the carrier.
(8) Fixed-date deliveries require explicit written agreement; otherwise, liability for delays is excluded.
(9) Contractor is not liable for force majeure or unforeseeable events.
(10) Liability for delays or impossibility of delivery is limited per §9.

§ 9 Place of Performance, Shipping, Risk, Acceptance
(1) Place of performance is the Contractor’s business address.
(2) Delivery is ex works. Shipping method and packaging are chosen at the Contractor’s discretion.
(3) Risk passes to the Client upon handover to the carrier. Delays caused by the Client transfer risk from shipping readiness.
(4) Transport insurance only on explicit written request by Client.
(5) Acceptance is deemed complete if delivery is complete, Contractor requests acceptance, five business days pass, and Client does not object due to significant defects.

§ 10 Warranty, Defects
(1) Warranty period is one year from delivery or acceptance. Does not apply to personal injury or grossly negligent acts.
(2) Client must inspect goods immediately. Visible defects must be reported within 7 working days; hidden defects within 7 days of discovery.
(3) Client must check delivery for visible transport damage and note on delivery note.
(4) Transport damages must be documented with photos and reported within 3 working days.
(5) These obligations preserve claims against the carrier and do not affect §377 HGB.
(6) Contractor may repair or replace defective items. Withdrawal or price reduction only if repair/replacement fails.
(7) Client must return defective items at Contractor’s request; shipping costs reimbursed for justified claims.
(8) If defect is Contractor’s fault, damages may be claimed per §9.
(9) Warranty void if Client modifies items without consent.
(10) Minor color deviations are not defects.

§ 11 Liability
(1) Liability for damages, regardless of legal basis, is limited to fault per §9.
(2) No liability for simple negligence unless essential contractual obligations are breached.
(3) Liability is limited to foreseeable damages; indirect or consequential damages excluded unless typical for proper use.
(4) Liability limited to net order value except for gross negligence or intent.
(5) Limitations benefit Contractor’s staff and representatives.
(6) Limitations do not apply for intent, guaranteed characteristics, injury, or product liability.

§ 12 Retention of Title
(1) Ownership remains with Contractor until full payment. Delivery usually requires advance payment.
(2) If Client delays acceptance or receives goods before full payment, ownership remains with Contractor.
(3) Resale, pledge, or processing before payment requires written consent.
a) If resold, Client assigns claims against third parties to Contractor up to invoice amount.
b) If processed or mixed with other goods, Contractor obtains co-ownership proportional to value.
(4) In case of payment default, Contractor may demand return if economically feasible.
(5) Client must inform Contractor of third-party claims on retained goods.

§ 13 Reference Use and Self-Promotion
(1) Contractor may use photos of custom products for reference and marketing.
(2) Contractor may use Client’s name/logo in marketing as a reference.
(3) Consent is voluntary and limited to the business relationship; revocable at any time.
(4) Client may object in writing to future use.

§ 14 Final Provisions
(1) If Client is a merchant, public-law entity, or has no general jurisdiction in Germany, the court of Berlin or the Client’s location applies. For claims against Contractor, Berlin is exclusive jurisdiction.
(2) Relations governed by German law; UN CISG does not apply.
(3) Any gaps in the contract or terms are filled by legally effective regulations reflecting the parties’ intent.

Status: August 2025