1. Scope and Contracting Party

1.1 These Terms and Conditions of Sale and Delivery apply exclusively to contracts with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By placing an order, the customer confirms that it is acting in the course of its commercial or independent professional activity.

1.2 The contracting party is BEAD GmbH, Tente 33, 42929 Wermelskirchen, Germany (hereinafter “Beadbags”). These Terms and Conditions apply to all quotations, orders, deliveries, services, custom-made products and other business relationships between Beadbags and the customer, including future transactions, without the need for renewed express agreement.

1.3 Any deviating, conflicting or supplementary terms and conditions of the customer shall not form part of the contract unless Beadbags expressly agrees to their application in text form. This also applies where Beadbags delivers or performs without reservation despite being aware of such terms.

1.4 Individual agreements, quotations and order confirmations take precedence over these Terms and Conditions. Amendments and additions should be made in text form, in particular by email, for evidentiary purposes. Mandatory statutory form requirements remain unaffected.

1.5 The contract language is German. No statutory consumer right of withdrawal applies because the offer is directed exclusively at business customers.

2. Quotations, Online Orders and Conclusion of Contract

2.1 Product presentations, price lists, catalogues, retailer pages and other information provided by Beadbags are non-binding and subject to change unless expressly designated as binding offers. In particular, online presentations do not yet constitute an offer to conclude a contract.

2.2 By submitting an order, the customer makes a binding offer to conclude a contract. An automatically generated acknowledgement of receipt merely documents receipt of the order and does not constitute an order confirmation or acceptance of the contract.

2.3 Beadbags may accept the offer within 14 calendar days of receipt by issuing an order confirmation in text form, sending the invoice, or dispatching the goods. If no acceptance occurs within this period, the customer is no longer bound by its offer.

2.4 An enquiry concerning a custom edition, design or custom-made product is initially non-binding. A contract is concluded only when the customer accepts a corresponding quotation from Beadbags or Beadbags expressly confirms the order.

2.5 Beadbags is entitled to reject orders or request additional evidence of business status, billing address, VAT identification number, creditworthiness or authority to represent. Obvious errors, typing errors, printing errors or calculation errors may be corrected by Beadbags; the customer will be informed without undue delay.

2.6 The essential order data is stored in accordance with statutory and operational requirements. The customer generally receives the submitted information by email and is responsible for providing a valid email address and checking receipt, including the spam folder.

3. Products, Upcycling Materials and Product Characteristics

3.1 Beadbags processes, among other things, recycled and upcycled materials such as used or new feed sacks, cement sack material, fish feed sacks, fishing-net and mosquito-net material, as well as other reused plastics and textiles. Material origin, print pattern, weave, colour shade and signs of use may vary due to production and material characteristics and make each product unique.

3.2 Images, colour representations, samples, weights and dimensions are approximate unless expressly agreed as binding. Customary, technically unavoidable or minor deviations in colour, structure, print, feel, shape, size, weight, stitching or fittings do not constitute a defect provided the agreed use is not materially impaired.

3.3 For products made from recycled or natural materials, material-typical changes, abrasion, creases, irregularities and signs of use during intended use are normal. Product and care instructions must be observed.

3.4 Beadbags may replace individual components, fittings, straps, zips, labels or packaging elements with qualitatively and functionally equivalent versions if the originally intended component is unavailable and the change is reasonable for the customer.

3.5 Samples and sample consignments are generally charged unless otherwise agreed. No right of return or exchange applies to samples; statutory warranty rights remain unaffected.

4. Prices, Retailer Packages and Order Quantities

4.1 All prices are quoted in euros net plus the applicable statutory VAT unless expressly stated otherwise.

4.2 Freight, postage, packaging, transport insurance, customs duties, import charges and other ancillary costs are charged additionally unless expressly included in the confirmed price. For deliveries abroad, the customer bears taxes, customs duties and charges incurred in the country of destination unless a different delivery term has been agreed.

4.3 The prices, quantities and scope of services stated in the order confirmation are decisive. Prices shown on the website or in an order become binding only upon acceptance by Beadbags.

4.4 Retailer packages are supplied in the configuration and quantity offered. The customer has no right to a different assortment, split, colour selection or substitution of individual variants unless expressly confirmed.

4.5 The conditions stated on the retailer page, in the quotation or in the order confirmation apply to customisation. Where provided, a customisation fee of EUR 30.00 net may be charged for 50 units; for 100 units, this service may be included in the package price. The relevant order confirmation is always decisive.

4.6 Changes, additional requests, further correction rounds or services requested after the order has been placed or beyond the confirmed scope may be charged separately following prior information. The customer bears any additional costs and schedule changes caused by customer requests.

4.7 A general minimum order value applies only where expressly stipulated for specific products, retailer packages or custom-made products.

5. Payment Terms

5.1 Unless otherwise agreed, invoices are due without deduction within 30 calendar days of the invoice date. Beadbags may require advance payment or appropriate security for first orders, custom-made products, customisations, international deliveries, or where there are justified doubts about the customer’s ability to pay.

5.2 Invoices may be transmitted electronically. The customer must keep billing details and email address up to date and ensure proper receipt and retention of electronic invoices.

5.3 In the event of late payment, statutory default interest applies. Beadbags may also claim the statutory lump-sum default charge and any further proven loss caused by the delay. The customer may prove that no loss or a substantially lower loss was incurred.

5.4 In the event of payment default, cessation of payments, an application to open insolvency proceedings, or other specific indications of a material deterioration in solvency, all outstanding claims become immediately due. Beadbags may suspend outstanding performance until payment or provision of security.

5.5 The customer may set off only claims that are undisputed, recognised by Beadbags or finally established by a court. A right of retention may be exercised only in respect of counterclaims arising from the same contractual relationship.

5.6 Discounts and quantity rebates are conditional upon full and timely payment and complete acceptance of the goods. If Beadbags voluntarily accepts a return, it may recalculate the original discount on the basis of the quantity actually retained.

6. Delivery, Performance Period and Force Majeure

6.1 Delivery dates and delivery periods are non-binding unless expressly confirmed as binding. A delivery period begins only after all commercial and technical questions have been clarified, required documents and approvals have been provided, and agreed advance payments have been received.

6.2 Subsequent changes requested by the customer extend delivery and performance periods appropriately. Beadbags may make reasonable partial deliveries and provide partial services; these may be invoiced separately.

6.3 Beadbags is not responsible for delays or impediments to performance caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemics, strikes, lockouts, official measures, energy or raw-material shortages, transport disruptions, cyberattacks, failure of communication or production systems, or other events of force majeure. Deadlines are extended by the duration of the disruption plus a reasonable restart period.

6.4 Beadbags will inform the customer of any material disruption and its expected effects. If the disruption lasts more than three months, or performance becomes permanently impossible or unreasonable, either party may terminate the unperformed part of the contract. Services already rendered must be settled.

6.5 Where Beadbags does not manufacture the goods itself, the obligation to deliver is subject to correct and timely supply to Beadbags under a corresponding covering transaction, provided Beadbags is not responsible for the failure of supply. The customer will be informed without undue delay; payments already made for unavailable items will be refunded.

6.6 If Beadbags is in default, the customer must generally first set a reasonable grace period. Claims for damages due to delay are governed by Section 10 of these Terms and Conditions.

6.7 For international deliveries, the customer must provide Beadbags in due time with all required information and documents. Delays caused by missing or incorrect customs, tax, import or recipient information are not attributable to Beadbags.

7. Shipping, Packaging and Transfer of Risk

7.1 Unless otherwise agreed, delivery is made ex warehouse or ex works of Beadbags. The risk of accidental loss and accidental deterioration passes to the customer upon handover of the goods to the freight forwarder, carrier or other third party designated to perform the shipment.

7.2 In the case of collection, risk passes upon handover to the customer or to a third party appointed by the customer. The statutory provisions apply in the event of default of acceptance.

7.3 The shipping method and carrier are selected at Beadbags’ reasonable discretion unless the customer has provided a timely instruction that Beadbags has confirmed. Visible transport damage should be documented upon handover to the carrier and reported to Beadbags without undue delay; failure to document does not exclude statutory claims.

7.4 Packaging is subject to the applicable statutory provisions, in particular the German Packaging Act. Where statutory take-back or recycling obligations apply, Beadbags will provide the required information and return options. Pallets and reusable packaging remain the property of Beadbags unless otherwise agreed.

8. Inspection, Notice of Defects and Warranty

8.1 Where the customer is a merchant, the statutory duties to inspect and give notice of defects apply, in particular Section 377 of the German Commercial Code (HGB). The customer must inspect the goods without undue delay after delivery in the ordinary course of business.

8.2 Obvious defects, incorrect deliveries and quantity discrepancies should be reported to Beadbags in text form, where possible within seven calendar days after delivery, stating the order or invoice number and providing a comprehensible description. Hidden defects must be reported without undue delay after discovery. Mandatory statutory provisions remain unaffected.

8.3 The agreed quality is determined primarily by the order confirmation, approved sample and expressly agreed specifications. Material-typical and permissible deviations under Section 3 do not constitute a defect.

8.4 In the event of a justified defect, Beadbags will, at its discretion, provide supplementary performance by repair or replacement delivery. The customer must allow Beadbags a reasonable period and the necessary opportunity to inspect and provide supplementary performance. If supplementary performance fails or is unreasonable, the customer has the statutory rights subject to these Terms and Conditions.

8.5 Claims for defects become time-barred twelve months after delivery. This limitation does not apply in cases of intent, gross negligence, injury to life, body or health, fraudulent concealment, an express quality guarantee, claims under the German Product Liability Act, or mandatory statutory recourse claims within the supply chain.

8.6 Returns due to alleged defects should be agreed with Beadbags in advance and clearly marked. For justified claims, Beadbags bears the necessary costs of supplementary performance. Beadbags may charge the customer for unjustified inspection or return costs if the customer could have recognised that no defect existed.

8.7 Warranty claims do not apply in the event of natural or material-typical wear, improper storage, cleaning, handling or use, excessive stress, unauthorised modifications or repairs, unsuitable operating conditions, or failure to comply with care and usage instructions, insofar as these circumstances caused the defect.

9. Custom-Made Products and Customisations

9.1 Custom-made products and custom editions are produced from the confirmed minimum quantities and minimum order values. Beadbags may engage suitable production partners and third parties.

9.2 The customer must provide all texts, logos, motifs, colour values, data, files and other instructions required for design and production completely, on time and in suitable quality. The customer bears delays or additional costs caused by unsuitable, incorrect or late data.

9.3 The customer warrants that the content, trademarks, logos, images, fonts, texts and other materials supplied or requested by it are free of third-party rights or may lawfully be used to the required extent. The customer shall indemnify Beadbags against justified third-party claims, including reasonable legal defence costs, to the extent that the infringement results from the customer’s specification and is not attributable to Beadbags.

9.4 Before production begins, the customer will receive, where agreed, a digital preview, final artwork, sample or other production approval. The customer must verify, in particular, spelling, positioning, dimensions, motif, assignment and other specifications. By approving in text form, the customer confirms readiness for production. Beadbags is liable for errors overlooked after approval only where Beadbags is responsible for the error.

9.5 Screen displays and digital previews can only approximate colours, contrasts, material effects and print results. In screen printing, particularly on irregular upcycling materials, technically unavoidable deviations in colour, coverage, positioning and contours are permissible insofar as they do not materially impair the agreed use.

9.6 Changes after approval require confirmation by Beadbags and may result in additional costs and a new delivery period. Cancellation after design, procurement or production has begun is possible only with Beadbags’ consent. In that case, the customer bears the costs incurred up to that time and any unavoidable commitments.

9.7 No voluntary right of return or exchange applies to individually manufactured goods or goods made to customer specifications. Statutory warranty rights remain unaffected.

9.8 Files, templates, final artwork and samples provided are handled with care. Beadbags may delete project files twelve months after project completion or the last communication unless statutory retention obligations or differing agreements apply. Originals are returned only on express request and at the customer’s cost and risk.

9.9 Copyright, design rights and other intellectual property rights in designs, design ideas, final artwork and production data developed by Beadbags remain with Beadbags. After full payment, the customer receives only the rights of use required for the agreed contractual purpose. Disclosure, modification, reproduction or use for other manufacturers requires a separate agreement.

9.10 Industry, territory or motif exclusivity exists only where expressly agreed in text form. Tools, screens, templates, dies and production aids remain the property of Beadbags or the respective production partner even where the customer contributes to their cost, unless otherwise agreed.

10. Liability

10.1 Beadbags is liable without limitation in cases of intent and gross negligence, culpable injury to life, body or health, under the German Product Liability Act, where an express guarantee has been given, and in cases of fraudulent concealment of a defect.

10.2 In cases of ordinary negligence, Beadbags is liable only for breach of a material contractual obligation, the fulfilment of which is essential for proper performance of the contract and on which the customer may regularly rely. In such cases, liability is limited to the foreseeable loss typical for the contract at the time the contract was concluded.

10.3 Otherwise, liability for ordinary negligence is excluded. The above liability rules apply correspondingly to Beadbags’ legal representatives, employees, agents and vicarious agents.

10.4 Beadbags is not liable for materials, content, shipping instructions, processing specifications or other customer instructions supplied by the customer where damage or defects are caused by those instructions and Beadbags was not required to recognise their unsuitability. The customer remains responsible for the legal and technical suitability of its instructions.

10.5 Where liability is excluded or limited, this also applies to claims for reimbursement of wasted expenditure and indirect loss. Mandatory statutory claims remain unaffected.

11. Retention of Title

11.1 Beadbags retains title to the delivered goods until all current and future claims arising from the ongoing business relationship have been paid in full.

11.2 The customer may resell goods subject to retention of title in the ordinary course of business. The customer hereby assigns to Beadbags, in advance, claims arising from such resale against third parties in the amount of the final invoice total including VAT; Beadbags accepts the assignment. The customer remains authorised to collect the claims until this authority is revoked.

11.3 Pledging or transfer by way of security of goods subject to retention of title is prohibited. Third-party access, damage or loss must be reported to Beadbags without undue delay. The customer bears the costs of necessary measures to protect title insofar as such costs are not reimbursed by the third party.

11.4 Processing or combining goods subject to retention of title is carried out for Beadbags. If a new item is created through processing or combination, Beadbags acquires co-ownership in proportion to the value of the goods subject to retention of title compared with the value of the other items processed at the time of processing or combination.

11.5 At the customer’s request, Beadbags will release securities of its choice to the extent that their realisable value exceeds the secured claims by more than ten per cent.

11.6 In the event of breach of contract, in particular payment default, Beadbags may withdraw from the contract and demand return of the goods subject to retention of title in accordance with statutory requirements. Mere repossession does not automatically constitute withdrawal unless expressly declared.

12. Data Protection and Confidentiality

12.1 Beadbags processes personal data for contract initiation, contract performance, communication, invoicing, compliance with legal obligations and protection of legitimate interests. Further details are set out in the current Privacy Policy at https://beadbags-shop.com/datenschutz/.

12.2 The customer may submit in uploads, motifs and other documents only personal data whose processing is necessary for the order and legally permissible. Particularly sensitive data should be submitted only after prior consultation.

12.3 Each party shall treat as confidential any commercial or technical information of the other party that is marked confidential or is recognisably confidential, unless disclosure is required by law or the information is already publicly known.

13. Final Provisions

13.1 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.2 The place of performance for deliveries and payments is, insofar as legally permissible and unless otherwise agreed, Beadbags’ registered office in Wermelskirchen.

13.3 Where the customer is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Wermelskirchen or the competent court for that location. Beadbags remains entitled to bring proceedings against the customer at the customer’s general place of jurisdiction.

13.4 If any provision of these Terms and Conditions is or becomes wholly or partly invalid or unenforceable, the remaining provisions remain effective. The invalid or unenforceable provision is replaced by the applicable statutory provision. The same applies to unintended gaps.

13.5 This English version is provided for convenience. In the event of any discrepancy or inconsistency between the German and English versions, the German version shall prevail.

Effective from 16 July 2026