Terms and Conditions

Terms and Conditions of Sale and Delivery for Business Customers

§ 1 Scope of Application

(1) These Terms and Conditions govern all contracts for the supply of goods and services between Zeekei GmbH, Schoenauer Ring 6, 82269 Geltendorf/Kaltenberg, Germany (hereinafter the “Seller”) and its business customers (hereinafter the “Buyer”).

(2) These Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Conflicting or deviating terms of the Buyer shall not apply unless expressly accepted by the Seller in writing.

(3) In the event that framework agreements or other contractual arrangements exist between the parties, such agreements shall take precedence over these Terms. Individual orders shall prevail over framework agreements in case of conflict.

(4) The Seller reserves the right to amend these Terms with future effect, provided such amendments are reasonable for the Buyer. Amendments will be communicated in due time. Unless the Buyer objects within two weeks, the amendments shall be deemed accepted.

(5) Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that most closely reflects the intended economic purpose.

§ 2 Formation of Contract

(1) All offers made by the Seller are non-binding and constitute an invitation to submit an offer.

(2) By placing an order, the Buyer submits a binding offer. A contract is only concluded upon acceptance by the Seller, either through express confirmation or by delivery of the goods.

(3) The content of the order confirmation shall be decisive unless the Buyer objects within 24 hours of receipt. If no separate confirmation is issued, the invoice shall be deemed the order confirmation.

(4) Amendments or side agreements must be made in text form (e.g. email). This also applies to any waiver of this formal requirement.

(5) In case of discrepancies between language versions, the German version shall prevail.

§ 3 Withdrawal / Cancellation

(1) Cancellation of an order that has already been confirmed requires the Seller’s written consent.

(2) If the Customer cancels the order, the Seller is entitled to charge the following cancellation fees:
up to 30 days before the start of production: 20% of the order value
up to 14 days before the start of production: 50% of the order value
after the start of production: up to 100% of the order value, provided that corresponding costs have already been incurred.

(3) The customer reserves the right to prove that no damage or significantly less damage has been incurred.

§ 4 Custom Products / Private Label

(1) Products that are manufactured or customized according to customer specifications (e.g., private label products, custom formulations, packaging, or designs) are excluded from return and cancellation.

(2) Once production has begun, cancellation of such orders is generally not permitted, unless otherwise agreed in writing.

§ 5 Approval of Samples and Designs

(1) The customer is obligated to carefully review any samples, drafts, formulas, packaging designs, or production approvals provided to them.

(2) Upon written approval by the customer, the design shall be deemed approved. Zeekei GmbH assumes no liability for subsequent complaints regarding deviations that correspond to the approved template.

§ 6 Minimum Order Quantities

(1) Minimum order quantities (MOQ) apply to certain products. These are communicated to the customer in the relevant quotation or order confirmation and are binding.

§ 7 Delivery, Transfer of Risk, and Acceptance

(1) Unless otherwise agreed, delivery shall be made ex works (EXW) in accordance with the Incoterms applicable at the time of contract conclusion.

(2) The risk of accidental loss or deterioration shall pass to the Buyer upon commencement of loading or, in case of default of acceptance, at the relevant time of such default.

(3) The Seller is entitled to make partial deliveries, provided they are reasonable for the Buyer.

(4) If the Buyer defaults in acceptance, the Seller may store the goods at the Buyer’s risk and expense or dispose of them otherwise. Storage costs may be charged at a flat rate of 1% of the net value per month, unless higher actual costs are proven.

(5) Delivery dates are considered binding only if they have been expressly agreed upon in writing.

(6) In cases of force majeure or other unforeseeable circumstances beyond the Seller’s control, delivery periods shall be extended accordingly. If such impediment lasts longer than one month, both parties may withdraw from the contract.

(7) The Seller’s obligation to deliver is subject to correct and timely self-supply. If the Seller is not supplied through no fault of its own, it shall be entitled to withdraw from the contract.

§ 8 Prices and Costs

(1) All prices are net prices and are subject to the applicable statutory value-added tax (VAT) as well as any ancillary and transport costs.

(2) Unless a fixed price has been expressly agreed, the prices agreed at the time of contract conclusion shall apply.

(3) The seller shall be entitled to adjust the agreed prices if, after conclusion of the contract, significant cost factors (in particular material, energy, transport, or labor costs) demonstrably change.
Price adjustments shall only be made to the extent that the aforementioned cost factors have actually changed and shall be notified to the buyer in text form within a reasonable period prior to their taking effect.

(4) In the event of a price increase of more than 5%, the buyer shall be entitled to terminate the contract extraordinarily within two weeks after receipt of the notification of the price adjustment.

§ 9 Payment Terms

(1) Payments are due on the dates specified in the invoice without deduction.

(2) The Buyer may only offset claims that are undisputed or have been finally determined by a court of law.

(3) In the event of a significant deterioration in the Buyer’s financial situation, the Seller may demand advance payment or suspend delivery.

(4) In case of default, interest shall be charged at a rate of 10 percentage points above the applicable base interest rate.

§ 10 Retention of Title

(1) The delivered goods shall remain the property of the Seller until all claims arising from the business relationship have been fully settled.

(2) Any processing or transformation shall be carried out on behalf of the Seller. In the event of combination with third-party goods, the Seller shall acquire co-ownership.

(3) The Buyer hereby assigns to the Seller any claims arising from the resale of the goods.

(4) In the event of a breach of contract, the Seller shall be entitled to reclaim the goods.

§ 11 Buyer’s Obligations

(1) The Buyer shall comply with all applicable legal requirements, in particular regarding product safety and labeling.

(2) The Buyer shall indemnify and hold the Seller harmless from any third-party claims resulting from non-compliance.

(3) The Buyer is responsible for compliance with import regulations and shall bear all associated costs.

§ 12 Warranty Claims

(1) The Buyer shall inspect the goods promptly upon delivery and notify the Seller of any defects.

(2) Obvious defects must be reported within one week; hidden defects immediately upon discovery.

(3) The Seller shall provide subsequent performance at its discretion, either by remedying the defect or by replacement delivery.

(4) Warranty claims shall expire after one year, unless mandatory statutory provisions provide otherwise.

(5) Further claims shall be subject to the limitations set out in § 9.

§ 13 Liability

(1) The Seller shall be fully liable in cases of intent, gross negligence, and injury to life, body, or health.

(2) In cases of slight negligence involving the breach of essential contractual obligations, liability shall be limited to the foreseeable, typical damage.

(3) Any further liability is excluded.

(4) Mandatory statutory provisions, including product liability laws, shall remain unaffected.

§ 14 Final Provisions

(1) The place of performance for all obligations shall be Geltendorf/Kaltenberg, Germany.

(2) Disputes regarding the quality of the goods may be submitted to the Chamber of Industry and Commerce for Munich and Upper Bavaria for out-of-court dispute resolution; recourse to ordinary courts remains unaffected.

(3) If the Buyer is a merchant or a legal entity under public law, the exclusive place of jurisdiction shall be the Seller’s registered office.

(4) German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(5) The Seller may name the Buyer as a reference customer unless the Buyer objects.

Version: April 2026