General Terms and Conditions of Purchase (AEB) of CoreVision GmbH
Version: January 2026
Preamble
CoreVision GmbH (“CoreVision”, hereinafter also referred to as “we” / “us”) enables suppliers (“business partners”) to sell products to end customers via online marketplaces, in particular Amazon, on the basis of scalable, AI-based cloud technology with minimal resource expenditure, and provides a wide range of services for this purpose (D2C services).
Our services cover the entire sales process and include marketing (e.g. AI-supported campaigns), content and search engine optimization, fulfillment and logistics (including warehousing services, shipping goods to end customers and returns management), operations (AI-supported demand planning), account management and invoicing (including handling of foreign VAT).
We act as a central service provider (one-stop shop) and also support our business partners in their internationalization. We sell the products under a consignment model. In doing so, we purchase products from our business partners only once a sale to end customers is ensured. Sales to end customers are made in our own name and for our own account, i.e. we act as the seller on online marketplaces. When selling to end customers, we set our sales prices independently.
These General Terms and Conditions of Purchase (“AEB”) govern the purchase of the products from our business partners, including related matters (e.g. warranty), and at the same time set out the remuneration for the services we provide.
§ 1 Scope, form
(1) The AEB apply to all business relationships with our business partners and suppliers (“business partners”). The AEB apply only if the business partner is an entrepreneur (Section 14 German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
(2) In particular, the AEB apply to contracts for the purchase and sale of movable goods (“goods”), regardless of whether the business partner manufactures the goods itself or purchases them from suppliers (Sections 433, 650 BGB), including the provision of warehousing services. Unless otherwise agreed, the AEB in the version valid at the time of the consignment order or engagement of the business partner, or in any case in the version last provided to it in text form, also apply as a framework agreement to future contracts of the same type without us having to refer to them again in each individual case.
(3) These AEB apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the business partner become part of the contract only if and to the extent that we have expressly agreed to their applicability in writing. This requirement of consent applies in all cases, for example also if we accept deliveries by the business partner without reservation in knowledge of its general terms and conditions.
(4) Individually agreed arrangements with the business partner in a particular case (including ancillary agreements, additions and amendments) take precedence over these AEB in all cases. Subject to proof to the contrary, the content of such arrangements is determined by a written contract or our confirmation in text form.
(5) Legally relevant declarations and notices by the business partner in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory form requirements and further evidence, in particular in cases of doubt as to the authority of the declaring party, remain unaffected.
(6) References to the applicability of statutory provisions are for clarification only. Therefore, even without such clarification, the statutory provisions apply insofar as they are not directly amended or expressly excluded in these AEB.
§ 2 Contract performance and subject matter
(1) The quantity and items of the respective order result from the consignment order prepared by us and sent as part of the offer. It also specifies the warehouse and thus the place of delivery to which the goods are to be delivered by the business partner. This may include both our own storage locations and storage facilities of third-party companies.
(2) The delivered goods are stored by us or by the business partner in our own warehouses or in third-party warehouses designated by us. We will offer the goods for sale to customers under the terms set out in Section 8 (sales price and reference price). In the event and at the time of sale to a customer, the goods are purchased by us from you and resold to the customer in our own name and for our own account. Delivery and contract handling vis-a-vis the customer are carried out by us.
(3) The business partner is responsible for ensuring that the goods supplied by it, as well as all product descriptions, labels, packaging and advertising statements it provides (including health/nutrition/effect-related statements), comply with all applicable legal requirements (in particular LMIV, HCVO, the Cosmetics Regulation, the Price Indication Regulation, the UWG and, where applicable, pharmaceutical/medical device law) and are kept up to date throughout the term of the contract; changes to the goods or to legal requirements that require an update of the information (e.g. fill quantities, ingredients, nutritional values, warnings, reference sizes) must be communicated to CoreVision without undue delay.
§ 3 Conclusion of contract
(1) Our consignment order becomes binding at the earliest upon our written issuance and order confirmation. The business partner must point out obvious errors (e.g. typographical and calculation errors) and incompleteness of the consignment order, including the order documents, for the purpose of correction or completion before acceptance; otherwise, the contract is deemed not concluded.
(2) The business partner must confirm our consignment order in writing within 7 days or, in particular, perform it without reservation by dispatching the goods (acceptance), or acceptance is made in the designated supplier portal with the business partner’s digital signature. Late acceptance is deemed a new offer and requires our acceptance.
§ 4 Delivery time and delay for goods orders
(1) The delivery time stated by us in the consignment order is binding. If the delivery time is not stated in the consignment order and has not otherwise been agreed, it is 5 business days from conclusion of the contract. The business partner must notify us in writing without undue delay if it is likely to be unable to meet agreed delivery times – for whatever reason.
(2) If the business partner does not perform, does not perform within the agreed delivery time, or is in default, our rights – in particular to withdraw and to claim damages – are governed by the statutory provisions. If the business partner is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our damage caused by delay in the amount of 1% of the net price per full calendar week, but not more than 5% of the net price of the goods delivered late. We reserve the right to prove that higher damage has occurred. The business partner reserves the right to prove that no damage or only substantially lower damage has occurred.
§ 5 Performance, delivery, passing of risk, default of acceptance for goods orders
(1) The business partner is not entitled to have the performance owed by it rendered by third parties (e.g. subcontractors) without our prior written consent. The business partner bears the procurement risk for its performance unless otherwise agreed in the individual case (e.g. limitation to stock on hand).
(2) Delivery is made “free domicile” (delivered to the destination specified) to the place stated in the consignment order. We may agree with the business partner within the framework of the consignment order that we will collect the goods. Regardless of this, any logistics costs are to be borne in full by the business partner. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver). A digital delivery note stating the date (issuance and dispatch), the contents of the delivery (item number and quantity) and our order reference (date and number) must be transmitted with the delivery. Separately from the delivery note, a corresponding dispatch notification with the same content must be sent to us.
(3) Upon delivery, the package contents must be transmitted to us separately in digital form. The business partner is bound by the content of this transmission; any damage resulting from incorrect information will not be reimbursed by us.
(4) The risk of accidental loss and accidental deterioration of the goods passes to us upon handover at the place of performance. The statutory provisions apply to the occurrence of our default of acceptance. If the contract concerns a non-fungible item to be produced by the business partner (custom-made item), the business partner is entitled to further rights only if we were obligated to cooperate and are responsible for the failure to cooperate.
§ 6 Third-party logistics providers
(1) The involvement of third-party logistics providers is based on the terms provided as part of the consignment order. Business partners can review these terms in full and have the right to propose alternative solutions that meet the logistical requirements. If third-party logistics providers impose specific requirements that require an adjustment of contract handling, this will be coordinated with the business partner in advance. Indemnification from third-party claims occurs only if expressly provided for in the specific terms of the third-party logistics provider.
(2) Third-party logistics providers are integrated in such a way that the security and realization rights (pledge) regulated in Section 7 are fully preserved. Deviations/”alternative solutions” are permitted only if instruction/collection rights and constructive possession in favor of CoreVision are ensured legally and technically.
§ 7 Pledge on consignment goods (own warehouse & Amazon/third-party logistics providers)
(1) Definitions
“Consignment goods” are contract products provided by the business partner and held by CoreVision that remain the property of the business partner until removal. “Own warehouse” means a warehouse operated by CoreVision; “third-party logistics warehouse” a warehouse operated by third parties (in particular Amazon FBA/FBM). “CoreVision seller account” means the Amazon seller account operated by CoreVision.
(2) Secured purpose
The pledge secures all due, undisputed or finally adjudicated claims of CoreVision against the business partner arising out of or in connection with this contractual relationship (in particular remuneration, pass-through fees, reimbursement of costs/expenses, damages), including interest and necessary enforcement costs.
(3) Creation in the own warehouse
A pledge is created in the consignment goods located in the own warehouse by in rem agreement and delivery (Section 1205 BGB). CoreVision marks and/or records the pledged stocks (physically and/or in the WMS/ERP) with an unambiguous reference and has access at any time for security and realization purposes.
(4) Creation in third-party logistics/Amazon warehouses
A pledge in consignment goods located in third-party logistics warehouses is created by in rem agreement and instruction of possession; the respective third-party custodian holds the goods as indirect possessor for CoreVision. A separate third-party custodian confirmation (“Bailee Letter”) is not required.
- a) Amazon cases (FBA/FBM)
If storage is made via the CoreVision seller account, Amazon is indirect possessor for CoreVision; CoreVision is the indirect possessor vis-a-vis Amazon. Any access or instruction rights of the business partner vis-a-vis Amazon are not required for this. CoreVision is entitled, in its own name, to initiate all account/system and operational measures (in particular removals/collections, relocations, inventory postings) for security and realization purposes. The business partner ensures that storage at Amazon is made via the CoreVision seller account.
- b) Other third-party logistics warehouses
Storage is structured so that CoreVision has direct instruction and collection rights vis-a-vis the third-party custodian (e.g. listing CoreVision as authorized party/collector, user/role enablement, pickup/release codes, portal permissions). The business partner cooperates in the initial setup/enablement; ongoing consent or separate confirmation is not required. Until full system enablement, CoreVision is entitled to impose a provisional removal block.
(5) Preservation, marking, information
The business partner cooperates with marking/segregation and ongoing inventory reporting (items, batches, storage-location level); third-party custodians are to be authorized accordingly insofar as this is not already ensured via the CoreVision seller account or the above system enablements.
(6) Pledge maturity; tender; deadline
The pledge becomes mature once secured claims are due and undisputed or ready for decision. CoreVision notifies pledge maturity in text form (designation of the claim, amount, deadline of 10 business days). After expiry without remedy, CoreVision is entitled to realize the pledge by analogy to Sections 1234 et seq. BGB.
(7) Realization; surplus/shortfall; cooperation
Realization may in particular be carried out by private sale; principles of appropriateness and market price are observed. Any surplus proceeds are due to the business partner; any shortfall is to be compensated by the business partner. In Amazon cases, CoreVision issues the required instructions directly in its own name. In other third-party logistics warehouses, CoreVision is entitled, based on the system enablements, to issue the necessary instructions itself; the business partner cooperates only insofar as technical/organizational measures are required to implement the enablement.
(8) Rank and conflicts
Mandatory statutory rights of the respective third-party custodian remain unaffected; otherwise, rank is governed by statutory provisions.
(9) Insurance
CoreVision maintains market-standard insurance for the consignment goods. To the extent the business partner maintains its own insurance, it assigns to CoreVision by way of security the resulting claims relating to the consignment goods; further cooperation obligations for asserting insurance benefits remain unaffected.
(10) Costs
Necessary and appropriate costs of creating, maintaining and realizing the pledge caused by payment default or lack of cooperation shall be borne by the business partner.
(11) Relationship to set-off/retention
CoreVision’s rights of set-off and retention exist alongside this pledge; obligations to surrender are suspended upon pledge maturity.
(12) Priority of special provision
To the extent AEB/agreements exclude or restrict pledge or retention rights, the above provisions prevail as a special provision.
§ 8 Sales price and reference price
(1) We are free to set the sales price for sales to end customers, and the business partner has no influence on this. The sales price is set by us independently taking into account market conditions, competitive factors and business requirements. We are entitled to pass on in whole or in part the fees (including the service fee) collected from the business partner to end customers and to grant end customers further discounts, so that the price payable by end customers after deduction of our discounts may be below the reference price.
(2) The business partner must specify a reference price for each item, which must be accepted by us. If we do not object within 14 calendar days, our acceptance is deemed granted. If we sell a product and the sales price, after deduction of the fees and charges payable to us, falls below the reference price, the business partner receives the reference price as the minimum purchase price. The reference price is neither a minimum sales price nor a non-binding recommended retail price, because we remain free in our pricing to end customers. It is intended only to prevent the business partner from achieving proceeds through our sale that are below its costs. At the same time, it serves as the reimbursement value in the event of loss of or damage to the goods (see Section 14(5)).
(3) The reference price is generally fixed for a period of six months. Subsequent changes to the reference price must be notified to us by the business partner in text form with a notice period of at least 14 calendar days. They require our acceptance under paragraph (2). They apply exclusively to future contract executions and are in turn generally fixed for a period of six months.
(4) Price information/base price – product master data. The business partner provides CoreVision completely and correctly with all product- and packaging-related master data that CoreVision requires for legally compliant display of price information and base prices under the Price Indication Regulation (PAngV) (in particular net quantity, number of units, unit of measure/reference size such as liter/kilogram, packaging/container variants) and keeps these up to date without undue delay during the term of the contract (change notification in text form).
The setting of end-customer/sales prices is the exclusive responsibility of CoreVision; the business partner does not owe any information in this regard.
To the extent warnings, official measures or other claims due to incorrect or incomplete price/base price information are based on the business partner having provided incorrect or incomplete master data or having violated update obligations, the business partner indemnifies CoreVision accordingly pursuant to Section 15.
§ 9 Fees, charges and payment terms
(1) The fees and charges set out in the price list valid at the relevant time apply to the services we provide. The specific calculation basis and method are shown in a transparent fee overview, which is made available to the business partner prior to contract conclusion and forms part of this contract.
(2) A variable service fee is charged, the amount of which is based on a percentage participation in the turnover achieved. The precise amount of the service fee is determined taking into account the following objective and verifiable criteria: the number of items listed in the contract period and the number of items actually sold.
(3) The service fee is calculated without discrimination and according to uniform standards for all business partners. Changes to the fee and charge structure or the calculation methodology are notified to the business partner in text form with a notice period of at least 30 calendar days. Such changes apply exclusively to future contract executions.
(4) The monthly total amount of fees and charges is due for payment immediately upon receipt of a proper invoice, regardless of any sale transaction.
(5) Any costs arising from the involvement of a third-party logistics provider will be charged to the business partner in accordance with the terms of the respective consignment order.
(6) The parties agree to apply the self-billing procedure within the meaning of Section 14(2) German VAT Act (UStG); the payment of purchase prices is made by means of self-billing. We are entitled to issue monthly self-billing invoices (credit notes) for the goods supplied by the business partner, which state the purchase prices owed and at the same time set these off against the fees and charges due to us; only the resulting balance is paid out or claimed.
The business partner expressly acknowledges the self-billing procedure and agrees to its use for payment of purchase prices; it will not issue its own invoices for deliveries covered by it.
Objections to the content or calculation bases of the credit note (including set-off) must be communicated to us in text form within 14 calendar days of receipt; if no timely objection is raised, the credit note is deemed acknowledged in terms of content between the parties. The business partner’s statutory right to object to the credit note even after expiry of the deadline remains unaffected; upon receipt of an objection, the credit note loses the effect of an invoice (Section 14(2) UStG).
Justified objections will be taken into account in the next billing cycle. VAT corrections are made in the period of the change in accordance with Section 17 UStG; for this purpose, we issue a corrected credit note that specifically and unambiguously refers to the original credit note (Section 31 UStDV).
If the statutory requirements of the self-billing procedure cease to apply or it is objected to, we are entitled to switch to invoicing; our rights of set-off and retention remain unaffected thereby.
(7) The business partner undertakes to indemnify us against all costs arising from marketing the goods in a third country. This includes in particular costs incurred due to foreign currency conversions or specific requirements of third-country markets.
(8) CoreVision’s rights of set-off and retention exist alongside the pledge pursuant to Section 7(11). In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the business partner arising from incomplete or defective performance.
(9) The business partner has a right of set-off or retention only with respect to counterclaims that have been finally adjudicated or are undisputed.
§ 9a VAT treatment of recharged services (formerly Section 8a)
(1) CoreVision provides the business partner with a comprehensive D2C service that includes all partial services required for sales processing – namely shipping, warehousing, returns management, payment processing, currency conversion as well as marketing and sales promotion measures. These partial services are treated, insofar as legally permissible, as economically independent services and are each subject to VAT assessment in accordance with the provisions of the German VAT Act (UStG).
(2) The business partner commissions CoreVision with the complete handling of the sales process including all operational activities. The business partner acknowledges that shipping to the end customer and the associated services constitute a service within the meaning of the VAT legal model, as they directly serve the marketing and sale of its products.
(3) All partial services provided by CoreVision and recharged separately are generally subject to statutory VAT in Germany (currently 19%) provided that the place of supply is in Germany under the provisions of the UStG. VAT is shown separately on the invoice so that the business partner is entitled to deduct input VAT.
(4) Business partners based in Germany or with a valid German VAT ID receive invoices with 19% VAT.
(5) Business partners based in another EU Member State who provide a valid EU VAT ID receive invoices without German VAT under the reverse-charge procedure pursuant to Section 13b UStG or Article 196 VAT Directive. In this case, the invoice text reads: “Reverse charge – VAT payable by the recipient of the service pursuant to Article 196 VAT Directive.”
(6) If an EU business partner does not provide a valid VAT ID, invoicing is made with 19% German VAT.
(7) Business partners based in third countries receive invoices with 19% VAT insofar as the services are deemed supplied in Germany under German VAT law.
(8) The business partner undertakes to provide CoreVision with all necessary tax information, in particular a valid VAT ID or corresponding tax registration evidence, in good time. The business partner is liable for incorrect or incomplete information and indemnifies CoreVision against all tax back-payments as well as any fines and penalties.
(9) The business partner confirms that all services provided by CoreVision and recharged are an integral part of the sales process and are provided in its economic interest. In particular, shipping to the end customer is to be regarded as an indispensable prerequisite for the successful sale of its products. The provision of the services stated in paragraph (1) is therefore a mandatory prerequisite for the proper performance of the D2C service and cannot be outsourced separately.
(10) CoreVision reserves the right to adjust the VAT rules in line with statutory changes. Changes will be notified to the business partner in text form with a notice period of 30 calendar days and apply exclusively to future contract executions.
§ 10 Term and termination
(1) These General Terms and Conditions of Purchase may be terminated by either party with a notice period of 14 calendar days to the end of a month. The right to extraordinary termination for good cause remains unaffected.
§ 11 Consequences of termination of the business relationship
(1) Upon termination of the business relationship, we will provide the business partner with an overview of the items located in our warehouse or in a third-party logistics warehouse. This overview will be provided to the business partner in text form within 14 calendar days of termination of the contract. The business partner is obliged to take back the listed items.
(2) At the request of the business partner, the return shipment of the goods will be carried out by us “free domicile” to an address designated by the business partner. The costs for this will be invoiced in accordance with our current price list, which is made available to the business partner before the start of the contract and is available at any time upon request.
(3) The business partner has the right, within 14 calendar days of receipt of the overview of the goods, to arrange a return shipment or other measures (e.g. disposal for a fee). If no feedback is received within this period, we are entitled to: (a) destroy the goods for a fee in accordance with our current price list; or (b) after written notice, continue storing the goods for an appropriate period at the expense of the business partner.
(4) The destruction of the goods takes place only if the business partner consents in writing or if no feedback is received within the period stated. The costs incurred will be charged and invoiced based on actual effort in accordance with our price list.
(5) All measures under this section will be documented transparently and evidenced to the business partner upon request.
(6) The return or other disposition of consignment goods after termination of the contract is without prejudice to the rights under Section 7. Pledge-mature stocks may be retained until the secured claims are fully satisfied or realized pursuant to Section 7.
§ 12 Defective delivery
(1) Our rights in the event of defects in quality and title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or user instructions) and in the event of other breaches of duty by the business partner are governed by the statutory provisions unless otherwise provided below.
(2) Under statutory provisions, the business partner is in particular liable for ensuring that the goods have the agreed quality upon passing of risk to us. Product descriptions are deemed to constitute an agreement on quality in any case if they are – in particular by designation or reference in our consignment order – the subject matter of the respective contract or are incorporated into the contract in the same way as these AEB. It makes no difference whether the product description originates from us, the business partner or the manufacturer.
(3) We are not obliged to inspect the goods or make special inquiries about any defects at the time of contract conclusion. Deviating in part from Section 442(1) sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of contract conclusion due to gross negligence.
(4) The statutory provisions (Sections 377, 381 German Commercial Code (HGB)) apply to the commercial duty to inspect and give notice of defects, subject to the following: Our duty to inspect is limited to defects that become apparent during our incoming-goods inspection under external examination, including the delivery documents (e.g. transport damage, incorrect and short delivery), or that are identifiable during our quality control by sampling. If acceptance has been agreed, there is no duty to inspect. Otherwise, it depends on the extent to which an inspection is feasible according to proper business practice, taking into account the circumstances of the individual case. Our duty to give notice of defects discovered later remains unaffected. Irrespective of our duty to inspect, our notice of defects is in any case deemed given without undue delay and in due time if it is sent within 60 working days of discovery, or in the case of obvious defects, of delivery.
(5) Subsequent performance also includes the removal of the defective goods and re-installation, provided that the goods, by their nature and intended use, have been installed in or attached to another item; our statutory claim for reimbursement of corresponding expenses remains unaffected. The business partner bears the expenses required for inspection and subsequent performance even if it turns out that there was in fact no defect. Our liability for damages in the event of an unjustified request to remedy defects remains unaffected; in this respect, however, we are liable only if we knew or failed to recognize through gross negligence that there was no defect.
(6) Without prejudice to our statutory rights and the provisions in paragraph (5), the following applies: If the business partner fails to fulfil its obligation to provide subsequent performance – at our choice by remedying the defect (repair) or by delivering a non-defective item (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses from the business partner or an appropriate advance payment. No deadline is required if subsequent performance by the business partner has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionately high damage); we will inform the business partner of such circumstances without undue delay, where possible in advance.
(7) Otherwise, in the event of a defect in quality or title, we are entitled under statutory provisions to reduce the purchase price or withdraw from the contract. In addition, we are entitled under statutory provisions to claim damages and reimbursement of expenses.
(8) If the customer asserts any warranty rights, the business partner indemnifies us fully against these claims.
§ 13 Excess delivery
(1) Delivery of more goods by the business partner than the ordered total is not permitted. If excess delivery nevertheless occurs, it may be the case that reimbursement of the amount cannot be made due to an internal set-off. In these cases, reimbursement of the goods delivered in excess is also not possible.
(2) The sale of the goods nevertheless takes place in full under the agreed conditions.
(3) If, due to the provisions of a third-party logistics provider, an under-delivery of another supplier is offset by the under-delivery of the business partner and this makes a reimbursement claim of the other supplier impossible, the business partner undertakes to indemnify us fully against these claims.
§ 14 Liability
(1) In the event of intent and gross negligence, we are liable in accordance with statutory provisions.
(2) In the event of simple negligence, we are liable only if this involves a breach of a material contractual obligation. In this case, liability is limited to the foreseeable damage typical for the contract. A material contractual obligation is an obligation whose fulfilment makes proper performance of a contract possible in the first place and on whose compliance the other party may regularly rely.
(3) Claims for damages under the Product Liability Act as well as in the event of injury to life, body or health remain unaffected by the above limitations of liability.
(4) The above limitations of liability also apply in favor of our statutory representatives, employees and vicarious agents.
(5) If loss of or material damage to goods was caused by storage in one of our warehouses or by transport carried out by us, the reference price will be reimbursed in accordance with Section 8(2). If this occurs in the warehouse of a third-party company, the terms and conditions of the respective third-party logistics provider apply.
(6) For damages or warranty cases in connection with storage by a third-party logistics provider, the regulations applicable there apply without restriction also between us and the business partner as agreed. In particular, it should be noted that submission of a delivery note is required to assert any claims against third-party logistics providers. The business partner undertakes to keep such delivery notes available so that claims can be enforced.
§ 15 Indemnification
(1) The business partner warrants that the goods supplied by it as well as all product information, labels and advertising statements provided by it (including health/nutrition/effect-related statements and mandatory information under LMIV, HCVO, the Cosmetics Regulation, the Price Indication Regulation, UWG) are legally compliant and are continuously updated.
(2) In the event of a culpable breach of the obligation under paragraph (1) above and taking into account any agreed limitation of liability, the business partner indemnifies CoreVision against all third-party claims asserted due to the use, publication or distribution of the goods and information under paragraph (1). Third parties include in particular: competitors, legally capable associations for the promotion of commercial interests (e.g. Verband Sozialer Wettbewerb e.V.), consumer protection associations and authorities (including market surveillance/food/health authorities).
(3) The indemnification also includes the costs of legal action (in particular preliminary injunctions, actions for injunctive relief, final notice letters) including the necessary own attorney’s fees and court costs as well as reasonable costs of preventive legal measures (e.g. protective briefs), in each case insofar as the claim is based on a breach of duty by the business partner. CoreVision is entitled, at its duly exercised discretion, to take the measures necessary to defend/settle the claims; there is no obligation to submit a penalty-backed cease-and-desist declaration.
(4) The business partner supports CoreVision and provides all information required to defend/settle the claims completely and correctly.
§ 16 Right of withdrawal and warranty rights
(1) In the event that a right of withdrawal is exercised or other returns are made by the customer, this is exercised vis-a-vis us.
(2) We will examine whether the return is lawful and then decide whether to accept it or not.
(3) If the return is accepted, the business partner undertakes to reverse the purchase vis-a-vis us as well. The purchase price paid will be taken into account in the next monthly settlement.
(4) If the customer asserts claims against us regarding any defects in the goods that do not result from improper storage of the goods, these will be passed on to the business partner. The business partner indemnifies us against any claims by customers in this regard.
(5) If costs arise at a third-party logistics provider due to a return, the business partner indemnifies us fully against them.
§ 17 Insurance
(1) There is public liability insurance with a minimum coverage amount of EUR 5 million for personal injury, property damage and financial losses, which remains in force throughout the entire term of the business relationship.
(2) This does not affect the goods insurance regulated in Section 7 and the assignment by way of security of insurance claims in favor of CoreVision.
§ 18 Governing law and jurisdiction
(1) These AEB and the contractual relationship between us and the business partner are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the business partner is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising out of the contractual relationship is our registered office in Minden. In all cases, however, we are also entitled to bring an action at the place of performance of the delivery obligation pursuant to these AEB or a prevailing individual agreement, or at the general place of jurisdiction of the business partner. Mandatory statutory provisions, in particular on exclusive jurisdiction, remain unaffected.