Common Conditions of Contract

1. General provisions

1.1. Unless otherwise stated or agreed upon, price offers by Assassin Miniatures are allways in Euro. They are net prices excluding applicable VAT. VAT will be added to these prices as prescribed by law. Furthermore, a shipping surcharge will be added to prices in case of long-distance delivery.

1.2. Prices and product descriptions as well as all other declarations or guarantees are only binding for Assassin Miniatures where they have been stated or confirmed individually in writing. Otherwise, they are non-binding and can be subject to change without notice. This also applies to offers made on the internet-shop of Assassin Miniatures and which can be accepted by internet order. Furthermore, this applies to prices and product descriptions given on any kind of advertising media. These include but are not limited to: advertising leaflets, mailings and any advertisement published by way of electronic media.

1.3. Where prices have been bindingly agreed upon, they are limited to the contract in which they have been agreed upon only.

1.4. Deliveries in part are possible.

1.5. Unless otherwise agreed upon, contract clauses shall be governed by the Incoterms 1990 of the International Chambers of Commerce including the amendments to them applicable at the time of contract closure.

1.6. As stated in subsection 1.1. of these conditions of contract, prices are net prices including regular local taxes, but excluding applicable VAT. VAT will be added to these prices as prescribed by law. Furthermore, a shipping surcharge will be added to prices in case of long-distance delivery. This surcharge will be communicated to the buyer at the time of contract closure and will cover the cost of transportation and of possible taxes or administrative fees.

2. Conditions of payment and delivery

2.1. Payments, especially but not exclusively in the case of an order by Assassin Miniatures´ Internet Shop, shall be made before delivery. Especially, but not exclusively, in the case of deliveries outside the Federal Republic of Germany, Assassin Miniatures is under no obligation to deliver goods as long as payment has not been made in full including any applicable shipping surcharges.

2.2. Delivery times shall only be binding if Assassin Miniatures confirms them individually in writing. Otherwise, deliveries shall be made within a reasonable time period.

2.3. Adherence to the delivery time shall be subject to the order being completely clarified, all permits being granted and all the documents, payments and securities to be furnished by the purchaser being received by Assassin Miniatures in due time. The delivery time will be reasonably extended, if any of the foregoing requirements have not been complied with in due time. In these cases, the delivery time has been adhered to if the consignment is ready for shipping ex works within the period agreed upon and if a notice to that effect is sent to the purchaser.

2.4. In the event of Assassin Miniatures being prevented from carrying out the delivery in due time by unforeseeable events which are beyond its control, the delivery time will be reasonably extended. This includes, but is not limited to, transport delays due to strike of transport or airfreight firms or due to administrative measures.

2.5. The purchaser will only be entitled to punitive contractual damages where this has been agreed upon individually and in writing. Liability of Assassin Miniatures for damages arising out of a delayed delivery, including, but not limited to, damages arising out of a negligent breach of contract, negligent tort and all consequential damages is excluded. This does not apply where liability for damages characteristic of the type of contract and caused intentionally or by gross negligence, for lack of warranted characteristics or in the case of breach of main contractual rights through simple negligence is peremptory by law.

2.6. The purchaser will carry all additional costs arising out of interruptions or delays of Assassin Miniature´s contractual obligations where these interruptions or delays have been caused by him.

2.7. The purchaser will procure all licences and permits and will carry out all administrative formalities where these formalities can only be carried out by him or where these licenses and permits can only be procured by him. If the purchaser does not comply with this obligation, Assassin Miniatures will be free of its contractual obligations and the purchaser will be liable for all costs incurred. Furthermore, in these cases Assassin Miniatures will be entitled to damages according to the applicable law governing rescission of contract. In these cases Assassin Miniatures will also be entitled to set off its claims for damages and costs against possible reimbursment claims of the purchaser.

3. Transfer of risk

As a rule, the risk will pass over to the purchaser as soon as the goods have been delivered to the purchaser by Assassin Miniature´s forwarder at the location designated by the purchaser, or, if agreed upon separately, at the location of Assassin Miniature´s works. However, if a pricing has been agreed upon for which a different regulation of transfer of risk is stipulated under the Incoterms 1990, including the supplements valid at the time of conclusion of contract, that different regulation shall apply.

4. Warranty

4.1. For any defects in the products supplied, including the absence of promised characteristics, Assassin Miniatures shall be liable in such a way that it will repair or replace, at its discretion, those parts in which defects are proven to have arisen within a period of six months beginning on the day of transfer of risk and which have been proven to have been caused by a circumstance that has arisen prior to the transfer of risk. In particular, this applies where the product is unusable or where its functionality is severely hampered due to faulty construction, inferior material or defective workmanship. The Purchaser will immediately notify Assassin Miniatures in writing as soon as any defects become obvious. Assassin Miniatures is not liable for the conformity of its products to any regulations or administrative measures except those applicable on the territory of the Federal Republic of Germany.

4.2. To remedy the defects, the purchaser shall grant Assassin Miniatures the time and opportunity required according to the reasonable estimation of Assassin Miniatures. If the purchaser denies Assassin Miniatures the time and opportunity to remedy the defect, Assassin Miniature´s liability for defects ceases.

4.3. Where the defect is not remedied or not remedied within a reasonable period of time or where the remediation attempt fails, the purchaser will be entitled to abatement (reduction of purchase price) or redhibition (rescission of contract).

4.4. The maximum amount of a possible compensation is limited by the price paid for the complained goods.

4.5. The right of the purchaser to bring actions arising out of defects shall in all cases be in lapse six months after the date of the duly raised notification for defect.

5. Copyrights

Assassin Miniatures retains all copyrights to all its products. In no case are these copyrights linked to the sale of aforesaid products.

6. Reservation of ownership

Unless otherwise agreed upon, where goods are supplied to the purchaser exceptionally without the purchaser having paid the contractual price and costs, these goods remain the property of Assassin Miniatures until all debts owed to Assassin Miniatures or to be created in the future and arising from the business connection with the purchaser have been fully paid. In the case of resale of the goods – in any condition whatsoever – the purchaser agrees to assign and assigns to Assassin Miniatures by way of security until payment of all debts owed by the purchaser to Assassin Miniatures any claims against the purchaser´s customers which may have arisen or may arise in the future from the resale, and undertakes to notify Assassin Miniatures on request of the names of third-party debtors and of the amount of the debts owed by them to the purchaser. As long as the purchaser complies with his payment obligation and no detrimental change occurs in his financial standing, Assassin Miniatures will not collect the debts assigned. If the reservation of ownership is not effective under the law of the country of destination, the purchaser will cooperate in establishing similar security rights in favour of Assassin Miniatures complying with the provisions of his country.

7. Rescission

7.1. Assassin Miniatures shall be entitled to rescind the contract if its fullfilment becomes impossible for reasons Assassin Miniatures is not liable for. Assassin Miniatures shall also be entitled to rescind the contract where events which were unforeseeable at the time of contract closure alter the circumstances of the contract in such a way that Assassin Miniatures cannot be reasonably expected to fullfil it.

7.2. Assassin Miniatures can in these cases demand reimbursement of all necessary expenditures incurred in connection with the contract from the purchaser, unless any parts manufactured under the contract can be used elsewhere within a reasonable time or unless the impossibility of fulfilling the contract is due to an intervention by german governmental authorities.

8. Final provisions, choice of venue and choice of applicable law

8.1. The privity of contract and all contractual relations thereunder shall be governed by the laws of the Federal Republic of Germany. Neither the Hague Convention of july 1^st 1964 relating to a uniform law on the international sale of goods nor the United Nations Convention of april 2^nd 1980 on contracts for the international sale of goods shall be applicable.

8.2. Unless otherwise stated in these common conditions of contract, the place of performance for all contractual and legal claims shall be the registered business place of Assassin Miniatures.

8.3. The courts of the Federal Republic of Germany shall have international jurisdiction on all disputes related to the contract.

8.4. The sole place of jurisdiction for any disputes related to the contract shall be Frankfurt am Main.

8.5. In the event of individual contract clauses being invalid, the contract shall continue to be governed by the remaining valid parts of these common conditions of contract. Should any clause in these common conditions of contract be invalid, the contracting parties will endeavour without delay to attain the economic result intended by the invalid clause in another legally admissible manner.