1. General Provisions

(1) Deliveries, services, offers, and sales are made exclusively on the basis of
the following terms and conditions. These are an integral part of all concluded
contracts and also apply to all future business relationships between Senatex GmbH,
(hereinafter referred to as Senatex or Seller), and the Customer
(hereinafter also referred to as Buyer), even if they are not explicitly agreed upon
again.

(2) By placing an order, or at the latest by accepting the delivery or
service, these General Terms and Conditions are accepted by the Customer.

(3) Conflicting business conditions or deviating counter-confirmations are
hereby objected to.

2. Offer and Conclusion of Contract

(1) All offers from Senatex are subject to change and non-binding, even if
they are not explicitly marked as such.

(2) Employees or sales representatives of Senatex are not authorized to make assurances
that go beyond the written contract.

(3) A contract is generally concluded only with the written order confirmation or
delivery by Senatex.

(4) In the case of an electronic pre-order through the Seller or the Seller's
sales representatives, the Customer will receive an electronic
acknowledgment of receipt. This does not yet constitute acceptance of the Customer's order.

3. Prices

(1) Prices apply exclusively to commercial resellers for the purpose of
wholesale and retail trade.

(2) All verbally or in writing published prices are non-binding.

(3) Errors and short-term price changes are reserved.

(4) All prices are in Euros. If Senatex accepts another currency based on an agreement
with the Customer, the last exchange rate on the day of delivery will apply
for conversion.

(5) All prices are net ex-works from the nearest delivery warehouse (EXW INCOTERMS
2000) plus applicable VAT, excluding packaging and freight.

(6) The applicable shipping and packaging costs can be found in the current price lists
or requested directly from Senatex GmbH.

(7) If the Seller arranges the shipment for the Buyer, the Buyer shall bear all costs
incurred in this context. Shipping will be done in a customary manner
without responsibility for the cheapest freight, unless there are special instructions
from the Buyer. If the Customer so wishes, Senatex will cover the delivery
with transport insurance; the costs incurred in this respect shall be borne by the Customer.

(8) Senatex reserves the right to make the acceptance of the Customer's order dependent
on a minimum order value. The minimum order value for pre-orders is
200 Euros net merchandise value for accessories and 1000 Euros for clothing.
For orders from the current Seasonal Stock program, the minimum order value is
200 Euros net merchandise value for accessories and clothing.

(9) For orders below these minimum order values,
Senatex reserves the right to reject the order without notification to the
Customer or to charge a small order surcharge of 8 Euros for accessories, or
15€ (pre-order)/8€ (seasonal stock) for clothing orders.

(10) For deliveries to areas outside the European Union, the minimum order value is
200 Euros net merchandise value for accessories and 1000 Euros for clothing. The calculation of a small order surcharge is analogous to that for
Customers within the European Union.

(11) Senatex reserves the right to change prices accordingly if, after the conclusion of the contract,
cost reductions or cost increases occur, in particular due to collective bargaining
agreements or material price changes. Senatex will prove these to the Customer
upon request.

4.
Delivery and Transfer of Risk

(1) All delivery times require written confirmation and are non-binding.

(2) All deliveries are subject to correct and timely self-delivery. Delays in delivery
and performance due to force majeure and due to events that significantly
hinder or make delivery impossible, such as strikes, operational disruptions,
official orders, material procurement difficulties, etc., even if they occur at
Senatex's suppliers, are not the responsibility of Senatex, even with bindingly
agreed delivery times and dates.

(3) All parts are considered individually ordered, unless a different written
agreement is made. Acceptance of the ordered goods is a primary obligation of the Buyer.

(4) The risk passes to the Buyer as soon as the shipment has been handed over to the person
carrying out the transport or has left the Seller's warehouse or a sub-supplier's
warehouse for dispatch. If dispatch is delayed at the Buyer's request, the risk
passes to the Buyer upon notification of readiness for dispatch. The same applies
to the assertion of retention rights by the Seller.

(5) The Buyer bears the storage costs after the transfer of risk. For storage by Senatex,
the storage costs amount to 0.25% of the invoice amount of the goods to be stored
per elapsed week. The assertion and proof of further or lower storage costs
remain reserved for both parties. If storage at Senatex takes place at the Buyer's
request (even without default), the storage costs in any case amount to 0.25% of
the invoice amount per elapsed calendar week, unless otherwise expressly agreed.

(6) Senatex produces goods individually on a per-order basis and can usually not sell
them elsewhere, or only at a price significantly below value (10 percent of the
wholesale price). If the Buyer does not accept the goods, Senatex therefore
reserves the right, after setting a deadline, to demand 90% of the net order value
as damages. In the event of resale, the damages are reduced by the price achieved
from the third party. However, the Buyer remains free to prove to Senatex a lower damage.

(7) Upon receipt of a damaged shipment, the Buyer is obliged, even if the Seller bears the transport risk,
to obtain the necessary documents for proof of damage and to notify the Seller
immediately in writing. This applies mutatis mutandis to the loss of goods during
transport.

5. Terms of Payment

(1) All invoices from Senatex are due immediately and without deduction.

(2) The Seller is not obligated to accept checks or bills of exchange; if accepted,
they are always accepted only as conditional payment.

(3) Delivery is made at the Seller's discretion against advance payment, cash on delivery, or
advance bank transfer, unless otherwise agreed after establishing a regular customer relationship.

(4) International deliveries are only made against prepayment, unless differing payment
conditions are agreed upon in writing, or a credit commitment from a factoring
or credit insurance service provider is available.

(5) In the case of cash on delivery, the Customer is obliged to obtain a receipt from the carrier
for the payment upon delivery and to keep it. Upon request, the receipt must be
presented to Senatex or a legible copy must be made; in case of omission, the Customer
bears the burden of proof for the payment.

(6) If circumstances become known to the Seller that question the Buyer's creditworthiness,
in particular if a check is not honored or payments are suspended, the Seller is
entitled to make the entire remaining debt due and to return the check. The same
applies if the Buyer is in default with the payment of other deliveries. In these
cases, the Seller can also demand advance payment and security.

(7) If the Seller also demands compensation for non-performance, the damage will be
assessed, without further determination, at 90% of the value of the goods.
The Buyer remains free to prove to the Seller a lower damage.

(8) The Customer is only entitled to retention or set-off if the counterclaims have been
legally established or recognized by Senatex. However, the Customer may assert
rights of retention due to the same contractual relationship.

(9) If the Customer defaults on a payment, he shall pay the statutory default interest,
without prejudice to Senatex's right to claim higher damages. A flat processing fee
of 10 EUR will be charged for each reminder.

6. Retention of Title, Resale

(1) Senatex retains ownership of the goods until all of the Customer's liabilities
to Senatex arising from the business relationship, including future liabilities
arising from simultaneously or subsequently concluded contracts, have been settled.
This also applies if individual or all claims of the Seller have been included in a
current account and the balance has been drawn and acknowledged. If the value of the
existing securities exceeds the secured claims by more than 20%, Senatex is obliged
to release them at the Customer's request to that extent.

(2) The Buyer is entitled to resell the reserved goods in the ordinary course of business.
He is entitled to resell the goods to end consumers. Resale to resellers is expressly
only permitted if they are not customers of Senatex. If the Customer nevertheless
resells to a commercial customer of Senatex, Senatex reserves the right to demand
damages equal to 30 percent of the net sales price. The Customer is permitted to
prove to Senatex a lower damage.

(3) All claims arising from the resale or any other legal reason (insurance, tort)
regarding the reserved goods, including all balance claims from current accounts,
are hereby assigned by the Buyer to the Seller by way of security in full. The
Seller revocably authorizes him to collect the claims assigned to the Seller for
his account in his own name. The collection authorization can only be revoked if
the Buyer is in default of payment. The Buyer is then obliged to provide the name,
address, and amount of the claim of all persons to whom the reserved goods were
sold by him.

(4) Pledging or chattel mortgage is inadmissible.

(5) As long as the Buyer is not in default of payment, the Seller will not disclose the
assignment. In the event of third-party access to the reserved goods, in particular
seizures, the Buyer will point out the Seller's ownership and notify him immediately
so that the Seller can enforce his ownership rights. Insofar as the third party is
unable to reimburse the Seller for the judicial or extrajudicial costs incurred in this
context, the Buyer is liable for them. Any processing or working of the reserved
goods is carried out by the Customer for Senatex, without Senatex incurring any obligations therefrom.

(6) In the event of processing, combining, mixing or commingling of the reserved goods
with other goods not belonging to Senatex, Senatex shall be entitled to the co-ownership
share of the new item resulting therefrom in proportion to the value of the reserved
goods to the other processed goods at the time of processing/combining/mixing.
If the Customer acquires sole ownership of the new item, the contracting parties
agree that the Customer grants Senatex co-ownership of the new item in proportion
to the value of the processed/combined/mixed reserved goods and stores it for
Senatex free of charge. The same applies to the item resulting from processing/combining/mixing
as to the purchased item delivered under retention of title.

(7) If payment of the purchase price is to be made by bill of exchange, the retention of title
and the underlying claim from goods deliveries shall not expire before the bill of exchange
is honored by the Customer as the drawee.

(8) The assertion of the retention of title does not constitute a withdrawal from the contract.

7. Notification of Defects, Warranty

Senatex
warrants, within the scope of the statutory warranty provisions, that all goods
delivered by it are free from material and manufacturing defects at the time of the transfer
of risk, subject to the following proviso:

(1) The Customer undertakes to inspect all deliveries from Senatex upon receipt for freedom
from defects and proper condition. Shortages or incorrect deliveries must be reported
by the Customer in writing within 5 days, obvious defects within 14 days after receipt
of the delivery.

(2) The obligation of merchants to notify defects without delay according to § 377 HGB remains
unaffected.

(3) Senatex reserves the right to repair, even repeatedly, and to provide replacement
delivery. The Customer is obliged to accept the repaired and/or replacement goods.
If the repair or replacement delivery fails repeatedly, the Customer may reduce the
purchase price or withdraw from the purchase.

(4) Defects caused by improper handling or interventions by the Customer or other third parties
are excluded from this warranty. In the event of complaints, the Customer is obliged to
describe the defect precisely.

(5) The removal of markings, stickers, and other identification labels required on the goods
leads to the loss of warranty claims.

(6) Excluded from the warranty are damages resulting from natural wear and tear, faulty maintenance,
incorrect operation, and excessive strain, as well as wear parts.

(7) Unpaid returns will not be accepted. Returns for which no reason for return has been stated
will be returned to the sender unchecked. (8) The Customer must arrange for the return
himself, even in the case of incorrect delivery. The costs incurred will be reimbursed to the
Customer in the event of a justified return.

(9) The limitation period for warranty claims is one year, calculated from the transfer of risk.
The reduction of the warranty period to one year does not apply if the obligation to compensate
is based on bodily injury or damage to health due to a defect for which the Seller is
responsible, or on intentional conduct or gross negligence of the Seller or its vicarious agents.
Notwithstanding this, the Seller is liable under the Product Liability Act.

(10) If a defect is demonstrably present, the Buyer is obliged to return the goods to Senatex
within 14 days. Senatex bears the usual costs of shipment.

8. Liability

All claims for damages against the Seller, as well as against its vicarious and auxiliary agents,
regardless of the legal grounds, are excluded, unless they are based on:

- Violation of main performance obligations (these are obligations whose fulfillment is essential
for the proper execution of the contract and on which the contracting party may regularly rely)

- Intent or gross negligence

- Injury to life, limb, or health

- Product liability

In any case, the obligation to pay is limited to foreseeable damage. This is generally
measured by the respective value of the goods.

9. Place of Performance, Jurisdiction

(1) The place of performance and exclusive place of jurisdiction for both parties is Hanover,
provided that the Buyer is a fully qualified merchant within the meaning of the German Commercial
Code, a legal entity under public law, or a special fund under public law.

(2) German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

10. International Business

For international business, i.e., all commercial transactions with commercial resellers
whose registered office is outside the Federal Republic of Germany, the following additional conditions apply:

(1) All transactions, including check transactions, are subject to German civil and commercial
law. The provisions of international private law and the UN Convention on Contracts for
the International Sale of Goods are excluded.

(2) For deliveries abroad, the Seller may demand advance payment, letter of credit (L/C), or cash
against documents (P/D).

(2) Customs duties, fees, charges, and any taxes arising from the execution of the contract
and delivery shall be borne by the customer, with the exception of taxes levied by the Seller's
country of domicile.

(3) Senatex is entitled to sue the customer in his home country as well. If the competent court
there rejects the applicability of German law, the entire contractual relationship shall be
subject to the provisions of the UN Convention on Contracts for the International Sale of Goods,
supplemented by German law, taking into account the agreements made in these terms and conditions.

(4) The Seller is furthermore entitled to assert claims against the Customer in arbitration proceedings,
excluding recourse to ordinary courts. The procedure shall be conducted at the Chamber of Industry
and Commerce Hanover according to the rules of the UNCITRAL Arbitration Rules.