1 Scope of application, contractual partners and definitions

1.1 The following General Terms and Conditions (hereinafter referred to as "GTC") of Moeck Musikinstrumente + Verlag GmbH, represented by the managing directors Jan Nikolai Haase and Florian Haase, Lückenweg 4, 29227 Celle (hereinafter referred to as "Seller"), apply to all contracts for the sale and delivery of movable goods (hereinafter referred to as "Goods") concluded between an entrepreneur (hereinafter referred to as "Buyer", collectively also referred to as "Parties") and the Seller. If the Buyer uses conflicting or supplementary terms and conditions, their validity and inclusion is hereby objected to, unless otherwise agreed between the Parties.

1.2 The Seller's GTC shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Buyer shall only become part of the contract if and insofar as the Seller has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the Buyer refers to its GTC in the context of the order and the Seller does not expressly object to this.

1.3 These GTC shall apply accordingly to contracts for the provision of digital content, unless expressly agreed otherwise.

1.4 Pursuant to Section 14 of the German Civil Code (BGB), an entrepreneur is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

1.5 Entrepreneurs within the meaning of these GTC are also authorities, corporations, institutions, foundations, legal entities under public law or special funds under public law that act exclusively under private law when concluding a contract.

1.6 The Seller may demand that the Buyer provides the Seller with sufficient proof of its entrepreneurial status before concluding the contract. This can be done, for example, by providing a VAT identification number of a member state of the European Union and proof of residence or other suitable proof of legitimacy (e.g. business registration, extract from the commercial register). The data required for the proof of identity must be provided by the Buyer in full and truthfully.

1.7 Unless otherwise agreed between the parties, these GTC shall also apply to the Buyer in the version valid at the time of the Buyer's order or in any case in the version last communicated to the Buyer in text form as a framework agreement for similar future contracts, without the Seller having to refer to them again in each individual case.

2 Conclusion of contract and contract language

2.1 The Seller's offers are subject to change and non-binding. The Seller reserves ownership rights and copyrights to its offers and/or other documents. The Buyer requires the express written consent of the Seller before passing on the offers and/or other documents to third parties.

2.2 The order for goods and/or digital content shall be deemed a binding contractual offer. Unless otherwise stated in the order, the Seller is entitled to accept the Buyer's contractual offer within the reasonable acceptance period specified by the Seller in the offer after receipt by the Seller.

2.3 Acceptance shall be effected either

• by the Seller sending the Buyer a declaration of acceptance (e.g. by order confirmation) in writing or text form (e.g. by letter or e-mail) and the relevant time is the receipt of the declaration of acceptance by the Buyer, or
• by delivering the ordered goods and/or digital content to the buyer, whereby the receipt of the goods and/or digital content by the buyer is decisive, or
• by the seller requesting payment from the buyer after the buyer has placed the order.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the buyer sends the offer. The period ends with the expiry of the reasonable acceptance period specified by the seller in the offer, which follows the dispatch of the offer. If the seller does not accept the buyer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the buyer is no longer bound by his declaration of intent.

2.4 The contract shall be concluded in German and English.

3 Delivery terms and transport damage

3.1 The delivery period shall be agreed individually or specified by the Seller upon acceptance of the order.

3.2 Furthermore, delivery shall be ex works (ex works Incoterms 2020), which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Buyer, the goods shall be shipped to another destination (sale to destination). Unless otherwise agreed between the parties, the seller is entitled to determine the type of storage himself and to arrange transportation with a transport company of his choice. He is also entitled to select the shipping route and the type of packaging himself. The delivery address specified by the Buyer during the order shall be decisive.

3.3 The Seller shall be permitted to make partial deliveries insofar as this is reasonable for the Buyer. In the case of reasonable partial deliveries, the Seller shall also be entitled to issue partial invoices.

3.4 If the delivery of the goods fails for reasons for which the Buyer is responsible, the Buyer shall be obliged to bear the reasonable costs incurred by the Seller as a result.

3.5 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the Buyer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This shall also apply if the seller bears the costs of transportation. Transport insurance shall only be taken out at the special request and for the account of the Buyer.

3.6 If the Seller is unable to meet binding delivery deadlines for reasons for which it is not responsible (non-availability of the goods), the Seller shall inform the Buyer of this immediately and at the same time notify the Buyer of the expected new delivery deadline. If the goods are still not available within the new delivery period despite all reasonable efforts by the Seller, the Seller shall be entitled to withdraw from the contract in whole or in part; the Seller shall immediately reimburse any consideration already paid by the Buyer. A case of non-availability of the goods shall be deemed to be in particular the failure of the Seller's suppliers to deliver to the Seller in a timely or proper manner, provided that the Seller has concluded a congruent hedging transaction and neither the Seller nor its suppliers are at fault.

3.7 It is not possible to collect the goods yourself.

4 Prices, shipping costs and terms of payment

4.1 Unless otherwise stated in the Seller's description of the item or service, the prices quoted (ex works) are in EURO and are net prices plus the statutory value added tax applicable on the day of invoicing and, if applicable, plus any delivery and shipping costs incurred. The amount of any delivery and shipping costs incurred shall be stated separately in the respective article or service description.

4.2 In the case of sale by delivery to a place other than the place of performance pursuant to Section 3.4, the Buyer shall bear the transportation costs ex works and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

4.3 If the transport company returns the shipped goods to the seller because delivery to the buyer was not possible, the buyer shall bear the costs for the unsuccessful shipment. This does not apply if the Buyer is not responsible for the circumstance that led to the impossibility of delivery or if he was temporarily prevented from accepting the service offered, unless the Seller had notified him of the service a reasonable time in advance.

4.4 If the Buyer's order is made by partial deliveries in accordance with Section 3.5, the Buyer shall only incur shipping costs for the first partial delivery. If the partial deliveries are made at the Buyer's request, the Seller shall charge shipping costs for each partial delivery.

4.5 If a delivery is made to countries outside the European Union, additional costs may be incurred in individual cases. These costs shall be borne by the Buyer if the Seller is not responsible for them. These costs may include taxes, customs duties and other public charges as well as costs for the transfer of money by credit institutions or payment service providers/payment services (e.g. transfer fees, exchange rate fees, transaction fees for PayPal, Apple Pay, etc.). Some of the aforementioned costs may also be incurred for deliveries to countries within the European Union if the buyer makes the payment from a country outside the European Union.

4.6 The payment method(s) will be communicated to the Buyer in the Seller's offer:

4.6.1 If the payment method "invoice" is selected, the invoice amount is due after the goods have been delivered or the digital content has been provided and invoiced. The invoice amount is due for payment within 14 days without discount after receipt of a proper and verifiable invoice, unless otherwise agreed between the parties. The receipt of the invoice amount in the Seller's business account shall be decisive for the timeliness of payment. The Seller reserves the right to offer the payment method "invoice" only up to a certain order volume and to refuse it if the specified order volume is exceeded. In this case, the seller will inform the buyer of a corresponding payment restriction in his payment information.

4.6.2 If the payment method "prepayment by bank transfer" is selected, payment is due immediately after conclusion of the contract, unless a later due date is agreed between the parties.

4.7 Upon expiry of the above payment deadline, the Buyer shall be in default. The outstanding remuneration shall bear interest at the applicable statutory default interest rate during the period of default. The Seller reserves the right to claim further damages caused by default (e.g. reasonable costs of necessary legal defense including all court and legal fees, costs for dunning procedures or debt collection). In relation to merchants, the seller's claim to commercial maturity interest (§ 353 HGB) remains unaffected. In the event of overdue receivables, incoming payments by the Buyer shall first be offset against any costs and interest and then against the oldest receivable. In the case of contracts for the manufacture of non-fungible goods (custom-made products), the Seller may declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

4.8 The Buyer shall only be entitled to set-off rights if his counterclaims have been legally established or are undisputed and are mutually linked to the Seller's main claim or have been recognized by the Seller.

4.9 The Buyer shall have no right of retention unless the Buyer's counterclaim arises from the same contractual relationship and is undisputed or has been legally established. Written notification to the Seller is required to assert this right.

4.10. If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that the Seller's claim to remuneration is jeopardized by the Buyer's inability to pay, the Seller shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB).

5 Liability for defects and customer service

5.1 Unless expressly agreed otherwise between the parties, the statutory liability for defects shall apply. The following shall apply in deviation from this:

5.2 In the case of new goods, the limitation period for claims for defects shall be one (1) year from the transfer of risk. The statutory limitation periods for the right of recourse according to § 445a BGB remain unaffected.

5.3 The Seller shall initially provide warranty to the Buyer at its discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If a replacement delivery is made as part of the liability for defects, the limitation period shall not begin again.

5.4 The quality of the goods shall be governed exclusively by the seller's description of the item or service and the manufacturer's specifications, which are included in the contract. The Seller assumes no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

5.5 An insignificant defect does not justify any claims for defects and does not entitle the buyer to refuse acceptance of the goods. If a part of the goods has a not insignificant defect, this does not entitle the Buyer to complain about the entire delivery. This shall not apply if the partial delivery is of no interest to the Buyer. Furthermore, the seller is entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in proportion to the defect. If goods are made available free of charge, the seller shall only be liable for defects if he is guilty of intent or gross negligence.

5.6 There are no defects within the meaning of the GTC if there are minor changes or deviations in quality, weight, size, thickness, width, finish, pattern, color, etc. that are customary in the industry and trade and are reasonable for the Buyer, taking into account the interests of the Seller. This applies in particular to natural optical abnormalities (e.g. pigmentation in maple, pearwood and boxwood instruments, streaks in grenadilla and boxwood, stronger colorations in olive and rosewood) in the processed wood, provided they do not impair the usability and sound of the goods. The parties expressly confirm that these visual abnormalities have no effect on the sound of the goods.

5.7 Furthermore, claims for defects shall not arise in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not provided for in the contract. If improper modifications or repair work are carried out by the Buyer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the Buyer can prove that the fault complained of was not caused by these modifications or repair work.

5.8 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the Buyer in accordance with Section 346 (1) BGB. Other statutory claims remain unaffected.

5.9 If the subsequent performance has taken the form of a replacement delivery, the Buyer is obliged to return the goods first delivered to the Seller within 30 days. The return shipment must contain the necessary information, such as the reason for the return shipment, the Buyer's name and the return number assigned to the defective goods, so that the Seller can assign the returned goods. If it is not possible to allocate the return shipment for reasons for which the buyer is responsible, the seller is not obliged to accept the returned goods and to refund the purchase price. In this case, the costs of reshipping the goods shall be borne by the Buyer.

5.10. The above restrictions and shortened time limits do not apply to claims based on damage caused by the seller, its legal representatives or vicarious agents:

• in the event of injury to life, limb or health
• in the event of intentional or grossly negligent breach of duty
• in the event of a breach of essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer may regularly rely (cardinal obligations)
• within the scope of a guarantee promise separately agreed between the parties
• insofar as the scope of application of the Product Liability Act is opened.

5.11. If the Buyer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), the obligation to inspect and give notice of defects regulated in §§ 377, 381 HGB shall apply. If a defect is discovered during delivery, inspection or at any later point in time, the Seller must be notified immediately in writing. In any case, obvious defects must be reported in writing immediately after delivery and defects not recognizable during the inspection must be reported in writing within the same period after discovery. If the Buyer fails to inspect the goods and/or report defects, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. This in turn does not apply if the seller has fraudulently concealed a defect.

5.12. The Seller shall set up a customer service for questions, complaints and objections from the Buyer. Further information on customer service is available to the Buyer on the Seller's website.

6 Liability for damages

6.1 With regard to the services provided by the seller, the seller, its legal representatives and vicarious agents shall be liable without limitation in the event of intent or gross negligence.

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, limb or health,
• in the case of warranty promises, insofar as this is agreed between the parties,
• the scope of application of the Product Liability Act.

6.2 In the event of a breach of material contractual obligations, liability for simple negligence shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with section 6.1. Essential contractual obligations are those obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer may regularly rely (so-called cardinal obligations).

6.3 Any further liability of the seller is excluded.

7 Force majeure

The Seller shall not be liable in cases of force majeure. Cases of force majeure include all unforeseeable and unavoidable events as well as events which, even if foreseeable, are outside the sphere of influence of the parties. In the event of force majeure events that affect the fulfillment of the contract, the Seller is entitled to extend its delivery dates and deadlines depending on the extent and duration of the force majeure event and, in the event of longer-term delays, to withdraw from the contract in whole or in part without any claims for damages being asserted against the Seller. The Seller shall not be in default for the period of the justified extension of the delivery dates and deadlines. Any statutory claims of the Buyer shall remain unaffected.

8 Statute of limitations

Claims of the Buyer against the Seller shall become time-barred - with the exception of the claims regulated under Clause 5 (Liability for Defects) - one (1) year after knowledge of the facts giving rise to the claim, but no later than five (5) years after performance of the service, unless unlimited liability applies in accordance with Clause 6 (Liability for Damages).

9 Retention of title

9.1 The Seller retains title to the delivered goods until full payment of all current and future claims of the Seller arising from the purchase contract and an ongoing business relationship (secured claims). The buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer assigns to the Seller in advance all claims against third parties arising from the resale - irrespective of any combination or mixing of the goods subject to retention of title with new items - in the amount of the respective invoice amount including the statutory value added tax applicable on the date of invoicing. The Buyer shall remain authorized to collect the claims even after the assignment. The seller's right to collect the claims himself remains unaffected. The Seller shall not collect the claims as long as the Buyer fulfills its payment obligations to the Seller, is not in default and no application for the opening of insolvency proceedings has been filed.

9.2 The Buyer is obliged to treat the reserved goods with care until the transfer of ownership. In addition, he is obliged to insure the goods subject to retention of title at his own expense against theft, fire and water damage at replacement value, insofar as this is appropriate or customary in the industry. The Buyer must also carry out any necessary maintenance and inspection work in good time at its own expense.

9.3 The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer must inform the Seller immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to the Seller (e.g. seizures).

9.4 If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include a declaration of withdrawal. Rather, the seller is entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, the Seller may only assert these rights if the Seller has previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

9.5 Until revoked in accordance with clause 9.5.3 below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

9.5.1 The retention of title shall extend to the full value of the Seller's products resulting from the processing, mixing or combining of the goods, whereby the Seller shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title.

9.5.2 The Buyer hereby assigns to the Seller by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share in accordance with the above paragraph. The Seller accepts the assignment. The obligations of the Buyer stated in Section 9.4. shall also apply in consideration of the assigned claims. At the Seller's request, the Buyer shall be obliged to submit an assignment by way of security and to hold incoming payments in trust until the claim has been settled in full.

9.5.3 The Buyer shall remain authorized to collect the claim in addition to the Seller. The Seller undertakes not to collect the claim as long as the Buyer meets his payment obligations to the Seller, there is no deficiency in his ability to pay and the Seller does not assert the retention of title by exercising a right in accordance with Section 9.5. If this is the case, however, the Seller may demand that the Buyer informs the Seller of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, the Seller shall also be entitled to revoke the Buyer's authorization to resell and process the goods subject to retention of title.

9.5.4 The Seller undertakes to release the securities to which it is entitled at the request of the Buyer if the amount of the securities exceeds the sum of all outstanding claims of the Seller from the business relationship by more than 10% (by more than 50% if there is a realization risk). The seller may release the securities at his discretion.

10 Transfer and rights of use for digital content

10.1 Digital content shall be provided to the Buyer exclusively in electronic form by download, by e-mail, in the customer account (if the Buyer has set up a customer account) or by access via the Seller's website.

10.2 Access to the Internet as well as common and customary display options that are reasonable for the Buyer (e.g. a browser or PDF display software) are required for the use of the digital content. The Seller assumes no responsibility for any impediments to accessing or retrieving the digital content if these impediments are within the Buyer's sphere of responsibility (this applies in particular to the Buyer's access to the Internet).

10.3 The Seller may update and further develop the digital content at any time and, in particular, adapt it due to a change in the legal situation or technical developments. In doing so, the Seller shall give due consideration to the legitimate interests of the Buyer and inform the Buyer in good time of any necessary updates. In the event of a significant impairment of the Buyer's legitimate interests, the Buyer shall have a special right of termination.

10.4 Unless otherwise stated in the seller's description of the item or service, the seller grants the buyer the non-exclusive right to use the digital content provided for purposes that are unlimited in terms of location and time.

10.5 Unless otherwise agreed between the parties, the Buyer is not entitled to make the digital content available to third parties for use for a fee or free of charge. Passing on the digital content or making copies for third parties is not permitted.

10.6 Insofar as the contract relates to the one-off provision of digital content, the granting of rights shall only become effective once the buyer has paid the contractually owed invoice amount in full. If agreed between the parties, the seller may provisionally grant the buyer use of the digital content even before full payment of the contractually owed invoice amount. A transfer of rights does not take place through a provisional granting of rights by the seller.

11 Special conditions for repair services

11.1 If the parties agree to repair the Buyer's goods, the following provisions shall apply in addition:

11.2 The place of performance and fulfillment for repair services shall be the Seller's place of business.

11.3 The Seller shall provide its services at its own discretion in person or through qualified personnel selected by it. He is entitled to engage third parties (subcontractors) for the provision of the object of performance. Unless otherwise agreed between the parties, the Buyer shall not be entitled to select a specific person for the provision of services.

11.4 The Buyer shall support the Seller in the provision of its contractual services by providing reasonable cooperation. In particular, the Buyer shall provide the Seller with the necessary information about the defect and its causes as well as a comprehensive description of the identified defect free of charge, completely and in good time and shall allow the employees or subcontractors access to its premises to the extent necessary.

11.5 If the Buyer provides the Seller with information for use, it warrants that it is authorized to hand over and use this information. The Seller is not obliged to check the content provided by the Buyer, in particular not with regard to whether it is suitable for achieving the purpose pursued with the commissioned service. An obligation to check only exists if the procurement of the information falls within the scope of the Seller's obligations under the contract concluded between the parties.

11.6 The Buyer is obliged to ship the goods to be repaired to the Seller's place of business at its own expense and risk. The Buyer is advised to take out transport insurance. Furthermore, to avoid transport damage, it is recommended that the goods be sent in transport packaging suitable for transportation. Should obvious transport damage occur during shipment, the seller will inform the buyer of this immediately so that the buyer can assert any rights he may have against the carrier.

11.7 The risk of accidental loss and accidental deterioration upon return of the goods shall pass to the Buyer as soon as the Seller has handed over the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. The cost of returning the goods shall be borne by the Buyer. If the Buyer requests transportation insurance, the Seller shall take out such insurance at the Buyer's expense.

11.8 If the parties agree that the goods are to be brought to and collected from the Seller's place of business by the Buyer or if this is stated in the Seller's description of the item or service in question, the above provisions on the bearing of costs and risks shall apply accordingly.

11.9 The aforementioned provisions shall not limit the Buyer's statutory rights in respect of defects with regard to a purchase contract concluded between the parties.

11.10. The Seller shall be liable for defective repair services in accordance with the statutory provisions.

12 Final provisions

12.1 The assignment of claims arising from the contract concluded between the parties by the Buyer, in particular the assignment of any claims for defects by the Buyer, is excluded.

12.2 These GTC and the contractual relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

12.3 If the Buyer acts as a merchant within the meaning of the German Commercial Code, an entrepreneur within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Seller's place of business. In all cases, the Seller shall also be entitled to bring an action at the place of performance of the performance obligation in accordance with these GTC or an overriding individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.