Stockist Terms & Conditions (B2B)

General Terms of Sale of Mamarella GmbH for commercial customers — Version 2.0, as of July 2026. These terms are drafted in German; this English version is provided for information only. In the event of discrepancies, the German version prevails (see Section 15.5).

Section 1 Scope

1. The “Buyer” within the meaning of these General Terms of Sale is the commercial customer of Mamarella GmbH, Gmunder Straße 53, 81379 Munich, Germany (hereinafter the “Seller”). Buyer and Seller are referred to jointly as the “Parties” and individually as a “Party”.

2. The contractual relationship between the Parties regarding the goods offered by the Seller is governed by these Terms of Sale, unless otherwise agreed in an individual case. If the Buyer orders further goods from the Seller in the future, these Terms of Sale also apply to such future contracts, even if not separately agreed again.

3. The application of the Buyer’s general terms and conditions that deviate from or go beyond these provisions is excluded. This applies even if the Seller accepts or performs an order in which the Buyer refers to its own terms and conditions and/or encloses them, and the Seller does not object.

4. The Seller concludes such contracts only with natural or legal persons or partnerships acting in the exercise of their commercial or independent professional activity. Contracts with consumers are excluded.

Section 2 Order, Place of Performance, Delivery

1. The Seller’s offers are always non-binding unless expressly designated as “binding”. When the Buyer orders goods, this order constitutes a binding offer by the Buyer. The Seller may accept or reject such an offer within five business days of receipt. Acceptance may occur either by express declaration or by commencement of performance. The Seller is not obliged to accept offers from the Buyer.

2. The minimum order value per order is EUR 600 (value of goods excluding taxes and shipping). No small-quantity surcharge is applied.

3. By concluding the contract, the Seller assumes no procurement risk.

4. The place of performance for all obligations under the contract of sale is the Seller’s registered office.

5. Delivery is made by forwarder or parcel service to the delivery address specified by the Buyer (CPT per Incoterms 2020). Shipping costs advanced by the Seller are invoiced to the Buyer in addition to the price of the goods. Goods are shipped uninsured. A delivery notification may be agreed.

6. Partial deliveries are permitted insofar as they do not involve disproportionate effort and/or higher costs for the Buyer. Partial deliveries may be invoiced separately.

Section 3 Selective Distribution System

1. To protect the brand image of the Seller’s high-quality products and to ensure personal advice to end customers, the Seller distributes its goods exclusively within a selective distribution system.

2. The Buyer may only resell goods purchased from the Seller to (i) other dealers accredited by the Seller in text form within its selective distribution system and/or (ii) end customers (to the latter only in household quantities). Commercial rental of the goods purchased from the Seller is prohibited.

3. Online distribution is permitted to the Buyer only via its own websites which (i) present the product range purchased from the Seller in a high-quality manner and (ii) give website visitors the opportunity, through the provision of name, address and other contact details, to obtain personal advice from the Buyer. Online distribution via the websites of outwardly recognizable third parties (in particular via so-called online marketplaces) is prohibited. The Buyer’s right to advertise its own websites via third-party online portals (e.g. search engines or price-comparison sites) remains unaffected.

Section 4 Image Rights

1. Image material provided by the Seller may be used by the Buyer only to advertise the goods purchased from the Seller. Use of the image material on the websites of outwardly recognizable third parties (in particular on so-called online marketplaces) is prohibited.

2. Each image provided by the Seller and used by the Buyer must bear the notice “© Mamarella GmbH” when used.

3. The Buyer is not entitled to allow third parties to use the image material provided.

4. The Seller may revoke the Buyer’s right to use the image material provided at any time – in whole or in part – with reasonable notice. For the Buyer’s use in already produced printed matter, this notice period is six months; for other forms of use, the notice period is one week.

Section 5 Delivery Disruptions

1. In the event of force majeure, industrial action not attributable to a Party, and other operational disruptions through no fault of a Party lasting or expected to last longer than one week, the delivery period is extended without further ado by the duration of the hindrance, but by no more than 5 weeks. The extension applies only if the other Party is informed of the reason for the hindrance without delay once it becomes apparent that the delivery period cannot be met.

2. If, in the cases mentioned in para. 1, delivery is not made within the extended delivery period, the other Party may withdraw from the contract after expiry of a grace period of 12 calendar days to be set.

3. Claims for damages are excluded in the cases of para. 1 if the respective Party has complied with its duty under para. 1.

Section 6 Subsequent Delivery Period

1. After expiry of the delivery period, a subsequent delivery period of 12 calendar days begins without declaration. After expiry of this period, the Buyer may withdraw from the contract by written declaration. If the Buyer wishes to claim damages in lieu of performance, it must set the Seller a 4-week period in writing after expiry of the agreed delivery period. The statutory provisions on the dispensability of setting a deadline (Section 281 (2), Section 323 (2) German Civil Code) remain unaffected.

2. For stock goods ready for dispatch, the subsequent delivery period is 5 business days. In the event of non-delivery, the Buyer is to be informed without delay. Otherwise, the provisions of para. 1 apply.

3. Before expiry of the subsequent delivery period, the Buyer’s claims due to late delivery are excluded, unless Section 8 paras. 2 and 3 apply.

Section 7 Defects, Returns

1. Complaints regarding obvious defects must be sent to the Seller within 12 calendar days of receipt of the goods at the latest. The Buyer must notify the Seller of hidden defects without delay after their discovery.

2. After removal of the labels, tags or security devices, or after any other alteration of the delivered goods, any complaint of obvious defects is excluded.

3. Minor, technically unavoidable deviations in color, material, dimensions or pattern do not constitute a defect. This also applies to customary deviations, unless the Seller has declared a true-to-sample delivery in text form.

4. In the case of justified complaints, the Buyer is entitled, at the Seller’s discretion, to rectification or delivery of defect-free replacement goods within 12 calendar days of return of the goods. In this case the Seller bears the freight costs. If subsequent performance fails, the Buyer is only entitled to reduce the purchase price or withdraw from the contract, unless Section 8 paras. 2 and 3 apply.

5. If the complaint is not made in good time, the goods are deemed approved.

6. Return of defect-free goods. The return of defect-free goods is excluded. There is no right of withdrawal or return; the return conditions applicable to consumers do not apply to commercial customers. Returns as a gesture of goodwill require the Seller’s prior consent in text form and establish no entitlement for the future.

7. The limitation period for the Buyer’s claims for defects is 12 months from the statutory start of the limitation period. This does not apply where the Seller has fraudulently concealed the defect or caused it intentionally or through gross negligence, nor to claims for damages arising from injury to life, body or health, nor to claims under the Product Liability Act. The statutory provisions on supplier recourse (Sections 445a, 445b, 478 German Civil Code) remain unaffected.

Section 8 Damages

1. Claims for damages by the Buyer are excluded unless otherwise provided in these terms.

2. The exclusion in para. 1 does not apply insofar as liability exists under the Product Liability Act, in cases of intent or gross negligence, fraud, non-compliance with a guarantee assumed, culpable injury to life, body or health, or culpable breach of material contractual obligations; material contractual obligations are those whose fulfillment characterizes the contract and on which the Buyer may rely. However, a claim for damages due to slightly negligent breach of material contractual obligations is limited to the foreseeable damage typical of the contract, unless another case named in sentence 1 applies.

3. The foregoing provisions do not entail any change in the burden of proof to the Buyer’s detriment.

Section 9 Prices and Payment

1. All prices are net, plus any applicable value added tax, sales tax and comparable indirect taxes at the statutory rate.

2. Unless otherwise agreed in text form, payment is made before dispatch of the goods. The payment methods offered during the ordering process apply. The Buyer has no claim to a particular payment method or to the granting of a payment term.

3. If the Seller grants a payment term in an individual case in text form (purchase on account), the invoice is payable without deduction within the agreed period. No discount is granted.

4. Payments are always applied to settle the oldest due items plus any accrued default interest.

5. The decisive factor for the timeliness of payment is the final credit to the Seller’s account.

Section 9a Value Added Tax, VAT Identification Number, Evidence Obligations

1. If the Buyer has a VAT identification number (VAT ID), it shall provide this to the Seller before the first order and keep it valid throughout the business relationship. Changes, lapse or invalidity of the VAT ID shall be notified to the Seller without delay in text form. The same applies to changes to the Buyer’s registered office and its billing and delivery address.

2. The tax exemption of intra-Community supplies requires the Buyer to provide the Seller with a valid VAT ID of its Member State. If the Buyer does not provide a valid VAT ID, the supply will not be carried out tax-free; in this case the Seller will charge the statutory value added tax. The Buyer has no claim to tax-free supply.

3. The Seller is entitled to verify the validity of a provided VAT ID at any time, in particular by means of a qualified confirmation request to the German Federal Central Tax Office.

4. For deliveries to other EU countries and to third countries, the Buyer shall cooperate in providing the required tax evidence. In particular, it shall provide the Seller without delay with an entry certificate (Gelangensbestätigung), an export certificate or equivalent proof of receipt of the goods in the country of destination. The Seller is entitled to withhold the execution of further deliveries as long as requested evidence has not been provided.

5. If the tax exemption of a supply ceases to apply for reasons for which the Buyer is responsible – in particular because a provided VAT ID is incorrect, invalid or no longer valid, because a change was not notified, or because the Buyer did not cooperate in providing the required evidence – the Buyer shall indemnify the Seller against the value added tax incurred plus interest and any ancillary costs. In this case the Seller is entitled to charge the value added tax subsequently.

Section 10 Payment After Due Date

1. For payments after the due date, interest of 9 percentage points above the respective base rate within the meaning of Section 247 German Civil Code is charged. Otherwise, Section 288 German Civil Code applies.

2. Until full payment of due invoice amounts including interest, the Seller is not obliged to make any further delivery under ongoing supply contracts. The assertion of default damages remains reserved.

3. In the event of a material deterioration in financial circumstances, such as imminent insolvency or default, the Seller may, for all supply contracts based on the same legal relationship, refuse the performance owed by it or, after setting a grace period of 12 calendar days, withdraw from these supply contracts. Otherwise, Section 321 German Civil Code applies. Section 119 German Insolvency Code remains unaffected.

Section 11 Set-off and Retention

Set-off and retention of due invoice amounts is permitted only with undisputed or legally established claims, provided these are not claims for damages closely related to the Buyer’s claim to defect-free performance of the contract.

Section 12 Retention of Title

1. The goods remain the property of the Seller until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims or claims for damages. The retention of title also remains in place if individual claims of the Seller are included in a current account and the balance is struck and acknowledged.

2. If the reserved goods are combined, mixed or processed by the Buyer into a new movable item, this is done on behalf of the Seller without any obligation arising for the Seller. Through combination, mixing or processing, the Buyer does not acquire ownership under Sections 947 et seq. German Civil Code of the new item. In the case of combination, mixing or processing with items not belonging to the Seller, the Seller acquires co-ownership of the new item in proportion to the invoice value of its reserved goods relative to the total value.

3. The Buyer is entitled to resell or further process only subject to the following conditions:

a) The Buyer may only sell or process the reserved goods in the ordinary course of business, provided its financial circumstances do not subsequently deteriorate materially.

b) The Buyer hereby assigns to the Seller the claim with all ancillary rights arising from the resale of the reserved goods – including any balance claims. The Seller accepts this assignment.

c) If the goods have been combined, mixed or processed and the Seller has acquired co-ownership in the amount of its invoice value, the purchase price claim is due to it in proportion to the value of its rights in the goods.

d) If the Buyer has sold the claim under genuine factoring, the Buyer assigns to the Seller the replacement claim against the factor and passes on its sales proceeds to the Seller in proportion to the value of the Seller’s rights in the goods. The Buyer is obliged to disclose the assignment to the factor if it is more than 10 days overdue in settling an invoice or if its financial circumstances deteriorate materially. The Seller accepts this assignment.

e) The Buyer is authorized to collect the assigned claims as long as it meets its payment obligations. The collection authorization lapses in the event of the Buyer’s default or a material deterioration of the Buyer’s financial circumstances. In this case the Seller is hereby authorized by the Buyer to inform the customers of the assignment and to collect the claims itself. For the assertion of the assigned claims, the Buyer must provide the necessary information and permit its verification. In particular, it must, on request, hand over to the Seller an exact list of the claims to which it is entitled, with the names and addresses of the customers, the amount of the individual claims, invoice date, etc.

4. If the value of the security existing for the Seller exceeds its total claims by more than 10%, the Seller is obliged, at the Buyer’s request, to release securities of its choice to that extent.

5. Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. The Seller must be informed immediately of any seizures, stating the seizing creditor.

6. If the Seller takes back the delivered item in exercise of its retention of title, this does not automatically constitute a withdrawal from the contract. The Seller may satisfy itself from the returned reserved goods by private sale.

7. The Buyer stores the reserved goods for the Seller free of charge. It must insure them against the usual risks, such as fire, theft and water, to the customary extent. The Buyer hereby assigns to the Seller its compensation claims arising from damage of the above type against insurance companies or other parties liable to compensate, in the amount of the invoice value of the goods. The Seller accepts the assignment.

Section 13 Applicable Law

The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.

Section 14 Place of Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Munich, Germany. This does not apply to dunning proceedings and other mandatory statutory places of jurisdiction from which the parties may not deviate by agreement.

Section 15 Miscellaneous

1. Business days. Business days within the meaning of the contract are Monday to Friday, with the exception of public holidays in Munich and 24 and 31 December.

2. Obligations in electronic commerce. Section 312i (1) sentence 1 nos. 1, 2 and 3 and sentence 2 German Civil Code, which provide for certain obligations of the entrepreneur in contracts in electronic commerce, are hereby excluded.

3. Form requirements for declarations. All agreements, notices and declarations under or in connection with the contract require at least text form pursuant to Section 126b German Civil Code (e.g. by email). This also applies to an agreement to waive this form requirement.

4. Data protection. Information on the processing of personal data by the Seller can be found in the privacy policy at mamarella.com.

5. Governing language version. These Terms of Sale are drafted in German. Translations into other languages are provided for information only. In the event of discrepancies between the language versions, the German version prevails.

Mamarella GmbH · Gmunder Straße 53 · 81379 Munich · Germany
T +49 89 147 27 690 · support@mamarella.com · mamarella.com
Managing Director: Petra Bedford · Munich Local Court HRB 153508 · VAT ID DE814063105