VERSION

15 July 2026

BETWEEN

Managing Director:
Sophia Forster & Gregor Hiller

VAT ID No.:
DE463045057

Tax Number:
125/126/700/57

Commercial Register:
HRB 42713
Local Court of Augsburg (Amtsgericht Augsburg)

– hereinafter “FORSTER HILLER” –

AND

the respective contractual partner who registers an account, submits an inquiry, or places an order via the website forsterhiller.com
– hereinafter "Customer" –

§ 1 SCOPE OF APPLICATION

(1) The following General Terms and Conditions (GTC / Allgemeine Geschäftsbedingungen) apply exclusively to all business relationships, contracts, deliveries, and services between FORSTER HILLER and the Customer in the version valid at the time the order is placed.

(2) FORSTER HILLER’s offers are directed exclusively to entrepreneurs (Unternehmer) within the meaning of § 14 BGB, legal entities under public law, or special funds under public law. FORSTER HILLER does not conclude contracts with consumers (Verbraucher) within the meaning of § 13 BGB. By registering an account or placing an order, the Customer explicitly confirms their commercial or self-employed professional status.

(3) Deviating, conflicting, or supplementary general terms and conditions, purchasing conditions (Einkaufsbedingungen), or forms of the Customer shall not become part of the contract, even if known to FORSTER HILLER, unless FORSTER HILLER expressly agrees to their validity in writing. This requirement of written consent applies in all cases; for example, even if FORSTER HILLER, being aware of the Customer’s terms, executes the delivery to the Customer without reservation.

(4) Within the framework of an ongoing business relationship, these GTC shall also apply to all future contracts, offers, and deliveries between FORSTER HILLER and the same Customer, without FORSTER HILLER having to explicitly refer to or attach them again in each individual case.

§ 2 CONCLUSION OF CONTRACT

(1) The presentation of goods and gemstones in the webshop of FORSTER HILLER under www.forsterhiller.com does not constitute a legally binding offer, but rather a non-binding online catalog (invitatio ad offerendum). Access to the webshop checkout and ordering system is restricted exclusively to commercial entities. By placing an order, the Customer explicitly and legally warrants that they are acting as an entrepreneur (Unternehmer) within the meaning of § 14 BGB, a legal entity under public law, or a special fund under public law.

(2) The Customer may select products from the range of FORSTER HILLER and collect them in a virtual shopping cart via the button "Add to Cart." Prior to submitting the order, the Customer may view, review, and modify their data at any time. By clicking the button "Place Binding Order" (or a clearly marked equivalent commercial button), the Customer submits a binding offer to purchase the goods contained in the shopping cart. This offer can only be transmitted if the Customer accepts these General Terms and Conditions by checking the corresponding mandatory confirmation box, thereby integrating them into their legal offer.

(3) Upon receipt of the order, FORSTER HILLER will send the Customer an automated confirmation of receipt by email. This confirmation of receipt merely documents that the order has been received by FORSTER HILLER and does not constitute a legal acceptance of the Customer's offer.

(4) A binding contract is only concluded upon the submission of an explicit written Declaration of Acceptance (Order Confirmation / Auftragsbestätigung) sent by FORSTER HILLER via a separate email, or by the actual dispatch of the ordered goods to the Customer. FORSTER HILLER reserves the right to reject incoming orders without providing reasons. The contract text will be stored by FORSTER HILLER and can be accessed by the Customer via their commercial user account, or will be provided alongside the commercial invoice.

(5) The contract may be concluded in the German or English language. In the event of any discrepancies, contradictions, or disputes regarding the interpretation of individual clauses or translations of these Terms and Conditions, the German language version (Allgemeine Geschäftsbedingungen) shall remain exclusively authoritative and legally binding.

§ 3 INTELLECTUAL PROPERTY AND MARKETING RIGHTS

(1) All intellectual property rights, including but not limited to copyrights, trademarks, brand assets, texts, website designs, corporate layouts, videos, and proprietary macro-photography of gemstones displayed on forsterhiller.com remain the exclusive property of FORSTER HILLER or its licensed partners.

(2) The Customer is strictly prohibited from downloading, copying, modifying, reproducing, or using any images, product descriptions, or media from the website for their own commercial purposes, online shops, social media marketing, or advertising materials without the prior explicit written consent of FORSTER HILLER.

(3) Any grading reports, laboratory certificates (e.g., GIA, HRD, IGI, or similar institutions), or evaluation documents provided alongside the gemstones are intended solely for the validation of the specific purchased item. The reproduction, digitizing, or separate commercial distribution of these certificates—detached from the original physical gemstone sold by FORSTER HILLER—is strictly prohibited.

§ 4 DELIVERY AND AVAILABILITY OF GOODS

(1) Delivery times indicated on the website or in negotiations are non-binding estimates only, unless a specific delivery date has been explicitly agreed upon in writing as fixed and binding. The calculation of estimated delivery times begins upon conclusion of the contract and the receipt of full advance payment (Vorkasse).

(2) FORSTER HILLER’s offers on the website are non-binding invites to treat (invitatio ad offerendum). The contract is only concluded when FORSTER HILLER sends a formal, separate Acceptance of Order in writing (e.g., via email) or dispatches the goods. The automated receipt confirmation email sent immediately after checkout does not constitute a binding contract acceptance.

(3) If a gemstone or product ordered by the Customer is temporarily or permanently unavailable, FORSTER HILLER will inform the Customer prior to accepting the contract. If the contract has already been concluded, FORSTER HILLER reserves the right to withdraw from the contract (Rücktrittsrecht) if FORSTER HILLER is unable to deliver through no fault of its own because its own suppliers have failed to deliver despite a congruent hedging transaction (ordnungsgemäßes kongruentes Deckungsgeschäft / Selbstbelieferungsvorbehalt). In this case, FORSTER HILLER will refund any payments already made by the Customer without delay.

(4) Force Majeure & Severe Disruption: Events of force majeure, labor disputes, strikes, lockouts, official government or customs interventions, international trade embargoes, severe cross-border transport or shipping disruptions, natural disasters, cyberattacks on critical logistics infrastructure, or any other unpredictable and severe disruptions beyond the reasonable control of FORSTER HILLER shall extend the delivery periods accordingly for the duration of the obstruction.

(5) FORSTER HILLER shall not be held liable for any damages, late fees, or contractual penalties incurred by the Customer due to delays caused by events described in paragraph 4. If such a severe delivery disruption lasts continuously for longer than 4 (four) weeks, both FORSTER HILLER and the Customer are entitled to withdraw from the unfulfilled part of the contract, and any claims for damages by the Customer shall be strictly excluded.

§ 5 RETENTION OF TITLE

(1) FORSTER HILLER retains full legal title and ownership of all delivered goods (the "Reserved Goods") until all current and future claims arising from the business relationship and the respective contracts with the Customer have been settled in full.

(2) The Customer is obliged to handle the Reserved Goods with utmost care. As long as ownership has not yet passed, the Customer must insure the Reserved Goods at their own expense against theft, fire, water damage, and loss at their replacement value.

(3) The Customer is entitled to resell or process the Reserved Goods in the ordinary course of business. In this context, the following additional conditions apply:

• (a) Processing / Combination: Any processing, transformation, or combination of the Reserved Goods by the Customer is always carried out on behalf of FORSTER HILLER as the manufacturer, without creating any obligation for FORSTER HILLER. If the Reserved Goods are processed, combined, or mixed with other items not belonging to FORSTER HILLER, FORSTER HILLER shall acquire co-ownership (Miteigentum) of the new item in the ratio of the invoice value of the Reserved Goods to the other processed items at the time of processing.

• (b) Resale Assignment: The Customer hereby assigns to FORSTER HILLER, in advance, all claims and ancillary rights in the amount of the final invoice total (including VAT) that accrue to the Customer from the resale of the Reserved Goods to their own buyers or third parties. FORSTER HILLER accepts this assignment. The Customer remains authorized to collect this claim even after the assignment. FORSTER HILLER's authority to collect the claim itself remains unaffected, but FORSTER HILLER agrees not to collect the claim as long as the Customer properly meets their payment obligations and is not in default.

(4) If the Customer acts in breach of contract—in particular, in the event of a default of payment or filing for insolvency—FORSTER HILLER is entitled, after setting a reasonable deadline, to withdraw from the contract and demand the immediate return of the Reserved Goods at the Customer's expense.

§ 6 PRICES AND SHIPPING COSTS

(1) All prices stated on the website of FORSTER HILLER are net prices in Euros (EUR) and strictly exclude the applicable statutory Value Added Tax (VAT), customs duties, insurance, and any other public levies. The statutory VAT will be calculated, displayed, and charged separately on the invoice at the applicable rate on the day of invoicing.

(2) The corresponding shipping, transport, and special high-value insurance costs will be indicated to the Customer during the order checkout process and are to be borne entirely by the Customer.

(3) Deliveries shall be made to the delivery address specified by the Customer. The risk of accidental destruction, loss, or deterioration of the goods passes to the Customer as soon as FORSTER HILLER has delivered the item to the forwarder, the carrier, or any other person or institution designated to carry out the shipment (§ 447 BGB). This applies regardless of whether the shipment is insured by FORSTER HILLER or who bears the shipping costs.

(4) For deliveries to countries outside the European Union (EU), the Customer is solely responsible for the proper import clearance, and all associated costs—including but not limited to local import taxes, customs duties, brokerage fees, and administrative charges—shall be borne exclusively by the Customer.

§ 7 TERMS OF PAYMENT

(1) Payment for goods shall be made using the payment methods explicitly made available on the website checkout or agreed upon in writing. FORSTER HILLER accepts payments via credit card, corporate wire transfer / advance payment (Vorkasse), and selected payment service providers (e.g., Stripe, PayPal). Unless explicitly agreed otherwise in writing, deliveries to new customers or international customers shall only be executed against advance payment (Vorkasse). Delivery on invoice (Kauf auf Rechnung) is reserved exclusively for pre-approved, recurring corporate clients at the sole discretion of FORSTER HILLER.

(2) The Customer may change their preferred payment method stored in their commercial user account at any time prior to placing an order.

(3) Payment of the purchase price is due immediately upon conclusion of the contract, unless a different payment term has been explicitly agreed upon in writing. The Customer shall automatically be deemed in default (Verzug) without further notice if payment is not received within 14 (fourteen) days from the invoice date and due date.

(4) If the Customer is in default of payment, FORSTER HILLER is legally entitled to charge default interest at the statutory B2B rate of 9 (nine) percentage points per year above the applicable base interest rate (Basiszinssatz) of the Deutsche Bundesbank. Furthermore, in the event of a commercial default, FORSTER HILLER reserves the right to charge the statutory flat-rate default fee of €40.00 (forty Euros) pursuant to § 288 para. 5 BGB. The assertion of further damages caused by the default remains explicitly unaffected.

(5) The Customer shall only have the right to set-off (Aufrechnung) or exercise a right of retention if their counterclaims have been legally established by a court of law, are undisputed, or have been recognized in writing by FORSTER HILLER.

§ 8 WARRANTY FOR DEFECTS

(1) FORSTER HILLER is liable for material defects in accordance with the applicable statutory provisions, unless otherwise determined below.

(2) Gemstones are natural products. Minor, commercially accepted or technically unavoidable deviations in colour, clarity, cut, inclusions, and weight do not constitute a material defect.

(3) For Customers acting as entrepreneurs (Unternehmer within the meaning of § 14 BGB), warranty claims are subject to the Customer having properly fulfilled their legal duties of immediate inspection and notification of defects pursuant to § 377 of the German Commercial Code (HGB). The Customer must inspect the delivered goods immediately upon receipt. Obvious defects must be reported to FORSTER HILLER in writing (e.g., via email) without delay, but no later than within 5 (five) business days from delivery. Hidden defects must be reported in writing immediately upon discovery. If the Customer fails to provide proper and timely notification, the goods shall be deemed approved, and all warranty claims shall be excluded.

(4) If a defect is timely and justifiedly reported by an entrepreneur Customer, FORSTER HILLER shall, at its own discretion, remedy the defect either by eliminating the defect (rectification / Nachbesserung) or by delivering a defect-free item (subsequent delivery / Ersatzlieferung).

(5) For entrepreneurs, the general warranty period for goods delivered by FORSTER HILLER is 12 months from the date of delivery. This limitation does not apply to claims for damages arising from injury to life, body, or health, or to damages caused by intentional or grossly negligent breaches of duty by FORSTER HILLER, which are governed exclusively by the statutory limitation periods.

§ 9 COMPLIANCE, ANTI-MONEY LAUNDERING, AND SANCTIONS

(1) The Customer explicitly warrants and represents that it complies with all applicable national and international laws, regulations, and directives regarding the prevention of money laundering, terrorist financing, and financial crime (including, but not limited to, the German Money Laundering Act – Geldwäschegesetz / GwG and relevant EU Directives).

(2) The Customer further warrants that neither the corporate entity, its beneficial owners, directors, nor any of its affiliates are listed on any economic or financial sanctions or embargo lists issued by the European Union (EU), the United Nations (UN), the United States (OFAC), or the United Kingdom. The Customer agrees not to resell, export, re-export, or otherwise transfer any gemstones or goods received from FORSTER HILLER to any sanctioned country, territory, or blacklisted entity in violation of applicable export control laws.

(3) In compliance with strict B2B anti-money laundering frameworks for precious stones and minerals, FORSTER HILLER reserves the right to request official corporate verification documents (e.g., commercial registry extracts, beneficial ownership declarations, or tax ID verifications) at any time. FORSTER HILLER explicitly reserves the right to suspend any pending deliveries or terminate the business relationship immediately and without liability if the Customer fails to provide the requested compliance documentation or if a violation of paragraphs 1 or 2 is suspected.

§ 10 LIABILITY

(1) Claims of the Customer for damages are generally excluded. Excluded from this general exclusion are claims for damages by the Customer arising from injury to life, body, or health, or from the breach of essential contractual obligations (cardinal obligations), as well as liability for other damages based on an intentional or grossly negligent breach of duty by FORSTER HILLER, its legal representatives, or vicarious agents. Essential contractual obligations are obligations whose fulfillment is necessary to achieve the economic purpose of the contract.

(2) In the event of a breach of essential contractual obligations, FORSTER HILLER shall only be liable for typical, foreseeable damage if this was caused by simple negligence, unless the damages concern injury to life, body, or health.

(3) For damages caused by a simply negligent breach of essential contractual obligations under paragraph 2, the total liability of FORSTER HILLER for property damage and financial losses shall be strictly limited to a maximum amount of €10,000 (ten thousand Euros) per contractual claim. To the extent permitted by law, any liability of FORSTER HILLER for indirect damages, consequential losses, or lost profits (entgangener Gewinn) of the Customer is explicitly excluded in cases of simple negligence.

(4) The limitations and exclusions of paragraphs 1, 2, and 3 also apply in favor of the legal representatives, employees, and vicarious agents of FORSTER HILLER when claims are asserted directly against them.

(5) The limitations arising from paragraphs 1, 2, and 3 do not apply insofar as FORSTER HILLER fraudulently concealed a defect or assumed an explicit guarantee for the quality of the item. The same applies insofar as FORSTER HILLER and the Customer have made an explicit written agreement regarding the quality of the item. The provisions of the German Product Liability Act (Produkthaftungsgesetz) remain unaffected.

§ 11 FINAL PROVISIONS

(1) The law of the Federal Republic of Germany applies to all contracts between FORSTER HILLER and the Customer, strictly excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive international and local place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Augsburg, Germany. FORSTER HILLER however reserves the right to also bring action at the Customer’s general place of jurisdiction.

(3) Should individual provisions of these Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the statutory provisions shall apply. If no statutory provision is available, or if the statutory provision would lead to an unacceptable result, the parties shall replace the invalid or unenforceable provision with a valid provision that comes closest to the economic purpose of the original provision.