General WÜSTHOF terms of business

1 Contract parter

Your contract partner is

WÜSTHOF GmbH

Kronprinzenstr. 49

42655 Solingen

Germany

Register number HRB 27714 / district court of Wuppertal

Managing Directors: Viola Wüsthof, Michael vom Brocke

Telephone: +49 212 20 67-0

E-mail: info@wuesthof.de

(Hereinafter referred to as: “WÜSTHOF”, “we”, “us”, etc.).

2 Scope of validity

2.1 These General Terms and Conditions of WÜSTHOF shall apply to all orders placed by merchants, other sole proprietors, legal entities, associations of legal entities and special funds under public law to meet their business needs (“Business Customers”). They also apply in particular to all orders placed on the b2b.wusthof.com website (WÜSTHOF Partner Portal). For orders for your needs as a consumer, please visit our online store on the website www.wusthof.com/de-de.

2.2 These General Terms and Conditions of WÜSTHOF shall apply exclusively. The ver-sion valid at the time of the order shall apply in each case, unless otherwise agreed. We do not recognize any deviating or conflicting terms and conditions of the customer with-out express written consent or consent in text form, even if we had knowledge of them and execute the order without reservation.

2.3 Our sales staff and other members of personnel are not authorized to make verbal agreements with customers that modify, supplement or exclude these General Terms and Conditions, unless they are managing directors, authorized signatories or duly au-thorized representatives.

3 Order process and contract conclusion

3.1 Awards and price quotations contained in brochures, advertisements and other advertis-ing material are non-binding. Offers are non-binding and do not constitute a binding of-fer to conclude a purchase contract, unless the offer is expressly designated as binding. The same applies to the presentation of goods in the WÜSTHOF Partner Portal. The conclusion of a purchase contract is also subject to the availability of the ordered goods.

3.2 Only persons of full age (merchants, freelancers and other sole proprietors), persons who have been authorized as minors to independently operate a business and act in this capacity, associations of persons with legal capacity and special funds under public law are entitled to place an order.

3.3 We shall be entitled to accept the contract offer from you in your order within 2 weeks after receipt by us and thereby conclude the contract. As a rule, this shall be done by sending an order confirmation. Acceptance of the order shall also be considered to be a notification of shipment of the ordered goods.

3.4 The following shall apply to orders for goods in the WÜSTHOF Partner Portal:

3.4.1 Our WÜSTHOF Partner Portal shall be aimed exclusively at business custom-ers, for whom we have set up a customer account upon request.

3.4.2 Orders placed via the WÜSTHOF Partner Portal shall only be delivered to cus-tomers with delivery addresses in the countries specified there.

3.4.3 First of all, you must log in with your customer account so that the prices and conditions stored for you as a business customer can be taken into account. Then add the desired product or products to the shopping cart in the WÜSTHOF Partner Portal. If you do not want to arrange individual prices and conditions with us, you can order in our regular webshop at www.wusthof.com even without a customer account.

3.4.4 To order your goods, go to the shopping cart view and check if everything is en-tered correctly. You can make corrections by deleting goods or adding other goods.

3.4.5 When you are satisfied with the contents of your shopping cart, simply click “Or-der”. If your billing address has not yet been entered or needs to be changed, you can enter or change it afterwards in the order process. You can also specify a different delivery address. The information marked with an asterisk* are man-datory fields that we need in any case to process your order.

3.4.6 Shipping method and payment method are already stored in the customer ac-count. Depending on the agreed conditions, payment shall be made by bank transfer upon receipt of the invoice or by direct debit (SEPA direct debit or SEPA business direct debit).

3.4.7 By subsequently clicking on “Buy” you place your order. At the latest, this shall constitute a binding offer to conclude a purchase contract. We shall be entitled to accept this offer within 2 weeks of receipt and thereby conclude the contract.

3.4.8 Upon receipt of your order, we will send you an e-mail designated as an order confirmation. This order confirmation is not yet an order confirmation or bind-ing acceptance, but a confirmation of receipt that merely reflects the data of the order received by us.

3.4.9 Within the scope of an order via the WÜSTHOF Partner Portal, you can take and save these General Terms and Conditions in the version valid for the order from the order confirmation.

3.4.10 We will also send you a shipment notification e-mail after receiving the order and successful payment.

3.4.11 If one or more goods from an order are not in stock, but other goods from the same order are in stock, we will note this in the shipping notification. We will handle the order process for the goods in stock in this case, unless you instruct us otherwise. The goods ordered by you, which are not in stock, we will deliver to you - as far as possible - within 14 days. If the delivery of the ordered goods not in stock is not possible even then, we refrain from a declaration of ac-ceptance regarding these goods. In this case, a contract shall not be concluded with respect to these goods not in stock (cf. also clause 3.1). We will inform you of this immediately and refund any consideration already received in respect of these goods without delay.

3.4.12 If the delivery of any of the goods ordered by you is not possible, we refrain from a declaration of acceptance. In this case, a contract is not concluded (cf. also clause 3.1). We will inform you of this immediately and refund any consid-eration already received without delay.

3.5 If goods from a single order process are shipped in more than one package, you may receive a separate shipping confirmation for each package. In this case, unless the or-der has already been accepted in some other way, a separate contract shall be formed between you and us with regard to each shipping confirmation.

3.6 If our declaration of acceptance is made in a way other than by shipment of the goods, the purchase contract is subject to the proviso that, in the event of incorrect or improper self-delivery by suppliers, we shall not perform or shall perform only in part. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with suppliers. In the event of non-availability or only partial availability of the service, the customer will be informed im-mediately and any consideration already paid will be returned to the customer without delay.

4 Right of revocation and consequences of revocation

For business customers, there is no legal right of withdrawal even for orders placed in the WÜSTHOF Partner Portal.

5 Prices and payment conditions

5.1 All prices are quoted in euros and are ex works Solingen, unless otherwise agreed. In addition, the prices shall not include the statutory value added tax and freight, postage and other shipping costs. If prices are not expressly agreed, the prices in the price list valid at the time of the order shall apply.

5.2 Shipping costs shall be based on the conditions agreed with you.

5.3 Please note that sometimes we can offer special offers only for a limited period of time. In addition, offers shall be subject to availability. The availability of a product may de-pend on the customer’s specifications (series, blade length for knives, etc.).

5.4 Unless we have agreed otherwise with you in writing, the purchase price owed by you shall be paid without deduction within 30 days after our confirmation of dispatch has been received by you and the goods have been delivered.

5.5 Checks shall only be accepted on account of performance and can be returned at any time. Checks shall not be considered payment until they have been cashed. However, you will not be in default to the extent that any late payment is solely due to our failure to promptly cash a check.

5.6 If you are in default of payment, we shall be entitled to charge interest at a rate of 9 percentage points above the respective base interest rate as well as a lump sum for costs of € 40.00 from this point in time. The assertion of further damage caused by de-lay shall remain unaffected.

5.7 If the buyer fails to meet his payment obligations, in particular if a check cannot be cashed for lack of funds or if it can be proven that enforcement measures have been unsuccessful, the buyer has ceased payments or insolvency proceedings have been filed, we shall be entitled to claim the entire remaining debt under the contract, even if we have accepted a check. In this case, we shall also be entitled to demand advance payments or securities for all other contracts.

5.8 Any errors in WÜSTHOF’s invoices must be reported within eight days of receipt of the invoice. The right of the customer to assert the incorrectness of the invoice after the expiry of the deadline remains unaffected.

5.9 Our company regularly reviews your creditworthiness when concluding contracts and, in certain cases where there is a legitimate interest, also during the course of the business relationship. For this purpose, we work with Creditreform Solingen Kirschner GmbH & Co. KG, Kuller Str. 58, 42651 Solingen, from whom we obtain the necessary data.

For this purpose, we transmit your name and contact details to Creditreform.

Further information on data processing at Creditreform can be found in the detailed information sheet ‘Creditreform Information pursuant to Art. 14 EU GDPR’ (available upon request), at www.creditreform.de/solingen/EU-DSGVO

6 Offsetting and retention rights

You shall only be entitled to offset against our claims if your claims have been legally established, if we have acknowledged them or if your claims are undisputed. This shall not apply to offsetting against our claims if you assert notices of defects or counter-claims from the same purchase contract. As a buyer, you may only exercise a right of retention if your counterclaim is based on the same purchase contract.

7 Shipment, delivery and delivery time

7.1 Delivery dates and deadlines are only valid if they are expressly confirmed by WÜSTHOF.

7.2 WÜSTHOF shall reserve the right to choose the mode and route of shipment, unless otherwise agreed in the respective order. Transport insurance shall only be taken out upon special request and at the expense of the buyer. In the event of orders placed in the WÜSTHOF Partner Portal the delivery of the ordered goods takes place via parcel services and - if no or no deviating delivery time is indicated for the respective goods - without prejudice to clause 7.1 within 5 to 6 working days. Delivery will be made to the delivery address you specify during the ordering process.

7.3 The risk of accidental loss or accidental deterioration shall pass to you either when the ordered goods are handed over to you (§ 446 sentence 1 BGB) or to the shipping ser-vice provider (§ 447) or if you are in default of acceptance (§ 300 (2) BGB).

7.4 We shall be entitled to make partial deliveries insofar as these are reasonable for you. If partial deliveries are made, we will bear additional shipping costs. If partial deliveries are made at your request, we shall charge shipping costs for each partial delivery in ac-cordance with clause 5.2.

7.5 If a delivery of goods arrives damaged, we ask you to lodge a complaint about the damage to the goods immediately to the employee of the parcel service, if this is al-ready apparent upon receipt of the package, and to document the extent of the damage (e.g. by photos or a record). Your warranty rights will not be limited without prejudice to clause 8.2 if you fail to comply with our request. You can refuse to accept damaged goods directly to the employee of the parcel service or return the damaged goods to us.

If you have any further questions, please feel free to contact our customer service at:

Telephone: +49 212 20 67-0

E-mail: info@wuesthof.de

8 Warranty

8.1 In the event of defects in the delivered goods, the buyer shall be entitled to the statutory rights, unless otherwise stipulated below for claims for damages. Warranty claims shall expire 12 months after the statutory commencement date, unless the purchased item has been used for a building in accordance with its customary use and has caused its defectiveness.

8.2 In the case of obvious defects in the delivered goods, it is the customer’s responsibility to report these in text form within two weeks of delivery. If obvious defects are not noti-fied in due time and form, the warranty shall not apply in this respect. If you are a mer-chant, the inspection and complaint obligations pursuant to § 377 HGB shall apply in-stead.

8.3 Clause 8.1 sentence 2 and clause 8.2 sentence 1 and 2 shall not apply to claims for replacement of damages in the cases stated in clauses 9.1, 9.2 and 9.4 as well as in the case of a supply chain recourse according to §§ 445a, 445b BGB.

8.4 Illustrations, drawings, dimensions or weight specifications in catalogs, product descrip-tions or in the WÜSTHOF Partner Portal are only approximations and do not constitute an agreement on quality pursuant to § 434 (2) sentence 1 no. 1, sentence 2 of the Ger-man Civil Code (BGB), unless the information contained therein has been expressly designated by us as binding; to this extent, deviations in the delivered goods shall not constitute a defect. If we have expressly and separately agreed with you on a deviation from the objective requirements of the goods, the corresponding deviation is also not considered a defect.

8.5 Any seller’s warranties given by us for certain goods or manufacturer’s warranties granted by the manufacturers of certain goods shall be in addition to the claims based on material defects or defects of title within the meaning of clause 8.1. Details of the scope of such warranties are set out in the terms and conditions of the warranty which may accompany the goods.

9 Liability

9.1 We shall be liable to you in accordance with your statutory claims for all damages to life, limb and health that are based on a culpable breach of duty by us, our legal repre-sentatives or our vicarious agents.

9.2 Furthermore, we shall be liable to you in accordance with your statutory claims for all other damages based on intentional or grossly negligent breaches of contract as well as fraudulent intent by us, our legal representatives or our vicarious agents.

9.3 Insofar as the scope of application of the Product Liability Act is opened, we shall be liable without limitation in accordance with its provisions.

9.4 We shall also be liable within the scope of a quality and/or durability guarantee, provided that we have given such a guarantee with regard to the delivered goods. If (i) damage occurs which is based on the fact that the quality or durability guaranteed by us is lack-ing, and (ii) however, such damage does not occur to the goods delivered by us, we shall be liable for such damage if the risk of such damage is covered by our quality and durability guarantee.

9.5 If a damage is based on default or on the simple negligent breach of an essential con-tractual obligation for the execution of the contract, i.e. an obligation the fulfillment of which enables the proper execution of the contract in the first place and on the compli-ance with which you as the buyer may regularly rely (such as e.g. the timely delivery of the goods), our liability shall be limited to the damage foreseeable at the time of the conclusion of the contract and typical for the contract.

9.6 Any liability beyond the scope described in the clauses 9.1 to 9.5 shall be excluded.

10 Retention of title

10.1 We shall retain title to all goods delivered by us until full payment of the respective order and all claims against the customer already accrued at the time of conclusion of the contract, including all ancillary claims. Insofar as the delivered goods are still subject to retention of title, they shall be hereinafter referred to as “goods subject to retention of ti-tle”.

10.2 The customer shall be entitled to use and sell the goods subject to retention of title in the ordinary course of business until the occurrence of an enforcement event. Pledges and transfers of ownership by way of security are not permitted until the ownership of the reserved goods has been transferred to the customer.

10.3 In the event of resale of the goods subject to retention of title, the customer shall hereby assign the claims arising therefrom to us by way of security. The same shall apply to other claims that take the place of the goods subject to retention of title or otherwise arise with regard to the reserved goods, such as insurance claims or claims from unau-thorized actions in the event of loss or destruction. We shall revocably authorize the customer to assert the assigned claims in his own name; we may only revoke this au-thorization in an enforcement event.

10.4 If third parties gain access to the goods subject to retention of title, in particular by way of seizure, the customer shall immediately notify such third parties of our ownership and inform us thereof in order to enable us to enforce our ownership rights. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the customer shall be obliged to reimburse us.

10.5 If we withdraw from a contract in the event of a breach of contract by the customer, in particular in the event of default in payment (enforcement event), we shall be entitled to demand the return of the goods subject to retention of title and to demand that the cus-tomer informs us of the claims assigned in accordance with clause 10.3 and their debt-ors, provides all information required for collection, hands over the associated docu-ments and informs the debtors (third parties) of the assignment.

11 Copyrights

We have copyrighted rights to all images, films and texts published on the WÜSTHOF Partner Portal. Use of the images, films and texts is not permitted without our express written consent.

12 Lawful use; export control

By purchasing products from us, the buyer shall confirm that they will not be used for military, nuclear or terrorist purposes. Export control is the responsibility of the buyer.

13 Final clauses

13.1 The place of performance for all obligations arising from the contractual relationship shall be Solingen, unless otherwise stated in the order confirmation.

13.2 The legal relations between the contracting parties shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.3 All agreements made between WÜSTHOF and the buyer for the purpose of executing this contract shall be made in writing or in text form in the relevant contract (order, order confirmation, payment confirmation and shipping confirmation) and these General Terms and Conditions. Verbal side arrangements have not been made.

13.4 If you are a merchant, a legal entity under public law or a special fund under public law or if you are not domiciled in Germany at the time of the order, the exclusive place of jurisdiction shall be Solingen. However, we are also entitled to sue at the customer’s place of business. In all other respects, local and international jurisdiction shall be gov-erned by the applicable statutory provisions.

13.5 The German text is the original text. Translation into other languages shall be provided for ease of international understanding only. However, in the event of any discrepan-cies, the German version shall prevail.