§ 1 Scope of Application, Contracting Parties

(1) These General Terms and Conditions (hereinafter "GTC") apply to all orders placed by business customers via the online shop at www.joop-living.com (hereinafter "Online Shop") with

Brand Supply & Logistics GmbH

Harvestehuder Weg 22

20149 Hamburg

Germany

represented by the management Kristian Markus.

Commercial Register: AG Hamburg

HRB 148088

VAT ID No.: DE 313 595 518
E-mail: order@joop-living.com

Phone: +49 (0)40 48 092 510

(hereinafter "Provider", "we" or "us").

The Provider distributes, among other things, furniture and home textiles of the JOOP! LIVING brand in the Online Shop on the basis of a corresponding brand license.

(2) The Online Shop is exclusively aimed at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special funds under public law in the B2B business customer area.
By placing an order, the customer confirms that he is acting in the exercise of his commercial or independent professional activity when concluding the contract.

(3) Only these GTC in their version valid at the time of the order shall apply.
Deviating, conflicting, or supplementary General Terms and Conditions of the customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.
This requirement for consent also applies if the Provider executes the delivery unconditionally despite being aware of the customer's GTC.

(4) Individual framework agreements and written individual agreements between the Provider and the customer shall always take precedence over these GTC.

§ 2 Registration, Conclusion of Contract

(1) A prerequisite for orders in the Online Shop is generally registration as a business customer, providing the full company name, a summons-capable address, the VAT identification number, and an authorized contact person.
The Provider reserves the right to check the trade or entrepreneur status (e.g., commercial register extract, trade registration) and to refuse registrations without stating reasons.

(2) The presentation of products in the Online Shop does not constitute a legally binding offer by the Provider, but rather a non-binding invitation to the customer to order goods (invitatio ad offerendum).

(3) By clicking the order button ("order with obligation to pay" or similar), the customer submits a binding offer to conclude a purchase contract.
The Provider will immediately confirm receipt of the order by e-mail (acknowledgment of receipt); this does not yet constitute acceptance of the offer.

(4) The contract is concluded only by the Provider's explicit order confirmation in text form (e.g., by e-mail) or by delivery of the ordered goods.
The Provider is not obliged to accept an offer from the customer.

(5) The German language is exclusively available for the conclusion of the contract, unless expressly agreed otherwise in writing.

§ 3 Prices

(1) The prices stated in the Online Shop at the time of the order shall apply.
All prices, unless otherwise stated, are net prices plus the legally applicable value-added tax and plus any delivery and shipping costs, which will be shown separately before the order is completed.

(2) For intra-Community deliveries to entrepreneurs in other EU member states, delivery may be tax-exempt under legal conditions, provided the customer provides a valid VAT ID No. and the conditions of § 4 No. 1 lit. b in conjunction with § 6a UStG (German VAT Act) are met.

(3) Quantity discounts, individual conditions, or special prices for registered business customers require a separate written agreement or will be stored in the respective customer account.

§ 4 Payment Terms

(1) The customer can choose between the following payment methods, depending on the offer in the ordering process:
Prepayment by bank transfer
Purchase on account with a payment term of 14 days from the invoice date, subject to a positive credit check
Credit card
PayPal (or PayPal's own payment methods such as "PayPal Invoice Purchase", if offered by PayPal)

(2) The Provider reserves the right, in individual cases, not to offer certain payment methods and to refer to other payment methods, for example, depending on the order value, creditworthiness, or customer history.

(3) For payment in advance, the invoice amount is due for payment immediately after conclusion of the contract; the goods will be released for dispatch after receipt of payment.

(4) For purchase on account, the invoice amount is to be paid within the period specified on the invoice from the invoice date without deduction.
If the customer defaults on payment, the Provider is entitled to charge default interest at nine percentage points above the respective base rate in accordance with § 288 (2) BGB as well as the lump sum in accordance with § 288 (5) BGB, without prejudice to the assertion of further, proven default damages.

(5) Payments via credit card or PayPal are processed via the respective external payment service provider; their terms of use also apply.

(6) The customer shall only have a right of retention or set-off insofar as his counterclaims are undisputed or have been legally established (see also § 10 for this).

§ 5 Delivery and Shipping Terms

(1) Delivery takes place both from the Provider's central warehouse and from external partners within Germany.
Delivery dates and delivery periods are non-binding, unless expressly agreed as binding.

(2) Partial deliveries are permissible, provided this is reasonable for the customer.
Additional costs resulting from partial deliveries made at the customer's request shall be borne by the customer, unless otherwise agreed.

(3) The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover of the goods to the transport person commissioned by the Provider (e.g., freight forwarder, parcel service provider) (dispatch purchase in accordance with § 447 BGB).
This applies regardless of whether the dispatch is carried out by the Provider itself or a third party and regardless of who bears the shipping costs.

(4) If the Provider is not in default for reasons for which it is not responsible, in particular as a result of force majeure, strike, lockout, official measures, or failure of supplies despite timely and proper self-supply (cases of force majeure), delivery and service periods shall be extended by the duration of the impediment.
If the impediment lasts longer than [8] weeks, both parties are entitled to withdraw from the contract with regard to the affected part of the contract.

(5) Should the ordered goods not be available despite a timely, congruent hedging transaction by the Provider for reasons for which the Provider is not responsible, the customer will be informed immediately; payments already made will be reimbursed immediately.

§ 6 Retention of Title

(1) The delivered goods remain the property of the Provider until full payment of all claims of the Provider arising from the business relationship with the customer (reserved goods).

(2) The customer is entitled to resell the reserved goods in the ordinary course of business; he hereby assigns to the Provider all claims arising from this resale in the amount of the agreed purchase price (including VAT).
The Provider accepts this assignment.
The customer remains authorized to collect these claims even after assignment, as long as he properly fulfills his payment obligations.

(3) Any processing or transformation of the reserved goods by the customer shall always be carried out in the name and on behalf of the Provider.
In the event of combination, mixing, or processing with goods not belonging to the Provider, the Provider shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the other processed goods.

(4) The customer must inform the Provider immediately in writing as soon as third parties access the reserved goods, for example in the context of enforcement, as well as about any damage or loss of the goods.
The customer bears the costs of an intervention action according to § 771 ZPO (German Code of Civil Procedure).

(5) If the realizable value of the securities exceeds the secured claims by more than 10%, the Provider is obliged to release securities of its choice upon the customer's request.

§ 7 Duty of Inspection and Notification of Defects, Warranty

(1) Since the customers are exclusively entrepreneurs and the purchase contract is generally a commercial transaction within the meaning of the HGB (German Commercial Code) for both parties, the customer is obliged to inspect the delivered goods immediately after receipt and to notify the Provider of open defects immediately, at the latest within [7] calendar days after receipt, in text form (§ 377 HGB).
Hidden defects must be notified immediately after their discovery in the same form.
If the notification is not made in time, the goods shall be deemed approved, unless it is a defect that was not recognizable during the inspection.

(2) The warranty period for the delivered goods, as far as legally permissible, is one year from the date of delivery of the goods.
This does not apply to claims for damages due to injury to life, body or health, nor in cases of intent or gross negligence on the part of the Provider, in cases of fraudulently concealed defects, within the scope of any guarantee, and for claims under the Product Liability Act; in this respect, the statutory periods apply.

(3) In the event of a justified, timely notification of defects, the Provider shall initially provide subsequent performance at its discretion by rectification or replacement delivery.
If subsequent performance fails, is impossible, is unreasonably delayed or refused, the customer may, in accordance with the statutory provisions, reduce the purchase price or - in the case of a not inconsiderable defect - withdraw from the contract.

(4) Public statements, promotions, or advertisements by third parties (including the brand owner JOOP!) do not establish an independent agreement on quality, unless the Provider itself knew or should have known these statements and they were not decisive for the purchase.

§ 8 Liability

(1) The Provider is liable without limitation for damages resulting from injury to life, body or health, which are based on a negligent or intentional breach of duty by the Provider, its legal representatives or vicarious agents, as well as for other damages which are based on an intentional or grossly negligent breach of duty by the Provider, its legal representatives or vicarious agents.

(2) The Provider is further liable for damages based on the culpable breach of an essential contractual obligation (cardinal obligation), the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer regularly relies; in this case, however, the liability is limited to the contract-typical, foreseeable damage.

(3) The aforementioned limitations of liability do not apply insofar as the Provider has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods, as well as for claims of the customer under the Product Liability Act.

(4) Otherwise, the liability of the Provider, regardless of the legal reason, is excluded.

(5) Insofar as the liability of the Provider is excluded or limited, this also applies to the personal liability of its employees, representatives and vicarious agents.

§ 9 Set-off and Right of Retention

The customer is entitled to rights of set-off or retention only insofar as his counterclaims have been legally established, are undisputed, or have been acknowledged by the Provider.
Furthermore, the customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 10 Trademark Rights, Intellectual Property

(1) The designation "JOOP!" as well as all logos, trademarks, and designs used in the Online Shop are protected marks or works of the respective rights holders.
The Provider distributes the JOOP! LIVING products offered in the Online Shop on the basis of a corresponding license or distribution agreement with the brand owner.

(2) The purchase of the goods does not grant the customer any own right to use the marks "JOOP!" or "JOOP! LIVING" in a trademark-like manner beyond the intended resale of the acquired original goods.
Any use of the trademarks in the customer's own advertising (e.g., online marketplaces, own catalogs) must comply with trademark law requirements and must not create the impression of a special business relationship, license, or authorization beyond pure resale.

(3) Contents of the Online Shop (texts, images, product photos, graphics) may not be reproduced, distributed, or made publicly accessible without the prior written consent of the Provider, unless this is necessary for the customer's internal order processing.

§ 11 Data Protection
The Provider processes personal data of the customer or its employees and contact persons within the framework of contract initiation and execution in compliance with the applicable data protection regulations, in particular the GDPR.
Details can be found in the separately available data protection declaration in the Online Shop at [Insert link to data protection declaration].

§ 12 Confidentiality
Both parties undertake to treat confidentially all confidential information of the respective other party obtained within the framework of the business relationship (in particular conditions, discounts, technical and commercial information) and to use it only for the execution of the respective contract, unless it is obvious or was lawfully obtained without an obligation to confidentiality.

§ 13 Final Provisions

(1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance for all services arising from the contractual relationships between the customer and the Provider, as well as the place of jurisdiction, is the Provider's registered office [Hamburg], provided the customer 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 Provider is also entitled to sue the customer at his general place of jurisdiction.

(3) Amendments and supplements to the contract as well as to these GTC must be made in text form.
This also applies to the amendment of this text form requirement itself.

(4) Should a provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.
The statutory provision shall take the place of the invalid provision; if such a provision does not exist, the parties undertake to agree on an effective provision that comes as close as possible to the economic purpose of the invalid provision.

(5) The Provider reserves the right to amend these GTC with effect for the future, insofar as this is necessary due to changed legal framework conditions, changed case law, or for economic reasons.
The Provider will inform registered customers of changes in text form in good time; the amended GTC shall be deemed approved if the customer does not object within [6] weeks of receipt of the notification of change and the Provider has specifically drawn attention to this consequence in the notification of change.

Status: July 2026