Sales guideline for bricks-and-mortar sales and e-commerce (“Guideline”)

§ 1 Area of application

FALKE has a reputation for innovative and high-quality premium textile products. To maintain

this reputation, the products sold by FALKE – in particular, and taking account of the specific case, products branded “FALKE” or “Burlington” – or licensed products (collectively referred to as “FALKE Products”) must be successfully marketed. This requires that our sales partners display and present these products and the corresponding brands to customers in a professional manner that is as standardised as possible. The following provisions apply in this respect. They govern the marketing and distribution of FALKE Products by our sales partners from bricks-and-mortar premises as well as in sales via the internet (“e-commerce”).

This FALKE KGaA (“FALKE”) Guideline applies exclusively between traders within the meaning of section 14 German Civil Code (Bürgerliches Gesetzbuch) who sell our products from bricks-and-mortar premises or in e-commerce (hereinafter referred to as “Sales Partners”). The Guideline applies in addition to our GTC (https://www.falkeb2b.com/de/en/static/terms).

This Guideline replaces all previous guidelines or agreements relating to requirements in bricks-and-mortar sales and e-commerce.

General terms and conditions of the Sales Partner shall not apply. This shall also apply if FALKE performs the services without reservation in the knowledge of conflicting deviating terms and conditions of the Sales Partner.

§ 2 Intellectual property, trademarks and other signs / URLs / domains

1. Trademarks and other signs

The Sales Partner is prohibited from using trademarks, trade names and other signs of the FALKE Group – in particular “FALKE” and / or “Burlington” – insofar as a company of the FALKE Group is the owner (hereinafter collectively referred to as “FALKE Signs”), or any representations that are identical or confusingly similar to them, in any of the following ways:

a) having them protected or registered for the Sales Partner;

b) using them as part of a company name or other name; or

c) as a first-level domain (e.g. www.abcfalke.com). Use as a second-level domain (e.g.www.abc.com/falke) or as part of a further subordinate level is permitted.

2. Infringement by third parties

Should the Sales Partner become aware that a third party is using FALKE Signs without authorisation, it shall be obliged to inform FALKE of this.

§ 3 Confidentiality

During the co-operation and for a period of three years thereafter, the Sales Partner undertakes to maintain confidentiality with regard to all business matters and transactions of FALKE of which it becomes aware in the course of the business relationship with FALKE and which are not generally known, in particular with regard to FALKE’s business secrets. Any disclosure to third parties requires the express prior written consent of FALKE. Further statutory or contractual confidentiality obligations remain unaffected.

§ 4 Violations of obligations

If the Sales Partner violates an obligation under this Guideline, FALKE will generally issue a warning to the Sales Partner and give it the opportunity to respond.

In the event of a serious breach of duty by the Sales Partner, or if the Sales Partner fails to remedy the breach of the obligations under this Guideline within a reasonable period of time, FALKE shall be entitled to withdraw from all purchase contracts with the Sales Partner that have not yet been fully performed and to terminate the business relationship with immediate effect.

§ 5 Applicable law

The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is excluded.

PART B: Provisions on marketing and distribution in bricks-and-mortar sales and e-commerce

§ 7 Sales territories and customer groups reserved for FALKE itself or specific Sales Partners

FALKE reserves the right, within the statutory framework, to reserve certain sales territories or customer groups exclusively for itself or to allocate them to specific Sales Partners. In this respect, active sales efforts and advertising measures in these territories or directed at these customer groups by other Sales Partners (i.e. on their initiative) are not permitted. The use of price search engine platforms that are specifically targeted at the respective territory or customer group is also deemed to constitute active sales efforts. Passive sales (i.e. in response to the customer’s initiative or via the customer’s own online shop, provided this is not specifically targeted at the respective territory or customer group) are expressly not restricted.

§ 8 Requirements for minimum sales

FALKE’s requirements for minimum sales and the legal consequences of achieving or not achieving them are subject to a separate document.

§ 9 Special requirements for bricks-and-mortar sales

1. Wholesaler

A Sales Partner which sells exclusively to resellers (“Wholesalers”) shall undertake to employ staff who are trained in the proper distribution of FALKE Products. It must also operate representative business premises. It must also warehouse the products it sells systematically.

2. Retailer

A Sales Partner which sells exclusively or largely to end consumers (“Retailer”) must fulfil the following requirements:

a) The Sales Partner must be part of the high-end specialist textile trade, specialist sports trade, specialist lingerie trade or specialist shoe trade, or operate high-end lifestyle or concept stores, and employ trained sales staff.

b) It must present FALKE Products prominently in an appropriate brand environment (high brand awareness, high quality level of other products), visually differentiating them from other products and divided them into categories.

c) It must provide the usual main sizes in quantities and ranges sufficient to ensure prominent brand perception.

d) It must present products using a visual merchandise concept in accordance with or based on the FALKE Merchandise Guideline.

e) Its minimum opening hours must be 5 weekdays with an average of 6 hours a day.

§ 10 Special requirements for e-commerce

1. General requirements

When FALKE Products are sold via a website operated by the Sales Partner (“Online Shop”), the following general requirements must be met:

a) The website must be compatible with all current browsers.

b) A secure server must be used for the host website.

c) Industry-standard encryption technology (“https”) must be used for the payment process and for the confidential handling of customer data.

d) All legally required customer information must be disclosed, in particular

• General terms and conditions of the Sales Partner including payment conditions

and returns policy

• Privacy policy / cookie banner if applicable

• Contact information and site notice of the Sales Partner.

e) The Sales Partner is not permitted to integrate a FALKE website or any FALKE microsites into its own frameset.

The Sales Partner must design the Online Shop in such a way that it cannot be confused with online shops operated by FALKE. Furthermore, the Online Shop must be configured so as to ensure that searching and ordering using mobile devices is unproblematic.

2. Customer-specific requirements

In addition to the quality of FALKE Products, the customer experience when purchasing FALKE Products (“User Experience”) has a significant influence on customer satisfaction. In order to ensure an optimal User Experience when users purchase FALKE Products in Online Shops, the following additional customer-related requirements must therefore be met in addition to the general requirements stated in 1 above when selling FALKE Products via an Online Shop:

a) Fulfilment of industry-standard website performance requirements, in particular with regard to fast access and loading times.

b) Clear and uncomplicated navigation incl. search function for products.

c) Information on the availability of individual items in real time.

d) Clearly understandable and straightforward ordering process that is not disrupted by pop-up adverts or layer/hover ads that cause annoyance.

e) Easy-to-understand shopping basket.

f) At least two different payment options that are secured by the latest encryption technology.

g) Maintenance of e-mail support and/or an accessible customer hotline with a minimum availability from Monday to Friday, 10.00 a.m. to 6.00 p.m., integration of the support and/or hotline on the product page of the Online Shop and answering customer questions within 24 hours.

h) Immediate dispatch of an order confirmation stating all relevant data after receipt of the relevant order.

i) Immediate information to the customer about the dispatch date, dispatch address, deliverer, tracking number and expected delivery date.

j) Dispatch of the goods within the standard market period at reasonable and standard market shipping rates.

3. Presentation of FALKE Products

When searching within the shop for the respective FALKE brand or its selection (e.g. brand filter option or brand shop), only products of this brand may be displayed. The relevant shop category (e.g. socks) must be found at least as a sub-category in the sitemap.

Brands and products may only be presented using the material provided by FALKE (if available). This includes, in particular, product information, product images, videos and logos, whereby only proportional changes are permitted with regard to logos, product images and information. Upon request, the Sales Partner shall provide FALKE with proof of use. At least three product images (if available) must be used for each item. After approval by FALKE, the customer’s own material may be used in addition to or instead of the material provided by FALKE.

As a minimum, the product information must include the following:

- Brand, product name and product group (e.g. “Falke Airport Socks”) in the title

- A pictorial representation of all colours in which the respective product is available

- Information on material and textile labelling

- The main attributes of the respective product, insofar as communicated by FALKE

4. Use of internet marketplaces

The Sales Partner is only authorised to sell FALKE Products via internet marketplaces if the internet marketplace in question does justice to FALKE Products’ reputation for innovation and high quality.

FALKE wants to avoid the risk of a loss of reputation resulting from the sale of FALKE Products via internet marketplaces which consumers associate in particular with cheap, low-quality products and through which FALKE therefore does not sell its products.

Such a risk of a loss of reputation is to be assumed, for example, in the case of an internet marketplace that is not also geared to the sale of products of the same or a related category as FALKE Products, or through which products of the same or a related category as FALKE Products are not regularly sold.

In addition, the sale of FALKE Products via “discounter marketplaces” poses a particular risk of reputational damage. These are internet marketplaces operated by food retail companies that offer food and other products at cheap or discounted prices in their bricks-and-mortar or internet sales.

Consumers should not associate FALKE Products with these characteristics, which is why the Sales Partner is prohibited from selling FALKE Products via discounter marketplaces.

5. Online advertising

a) Search engine optimisation (“SEO”)

When engaging in SEO, Sales Partners are prohibited from using unfair or deceptive methods to improve the ranking of their own website. The use of search engine advertising (“SEA”) is permitted within the limits of the respective search engine guidelines and the relevant statutory regulations. However, the Sales Partner is prohibited from combining FALKE Signs or FALKE Products with a derogatory and/or negative quality description (e.g. “cheap”, “imitation”) in the context of “brand bidding” in order to attract visitors to its own website.

b) Display advertising

Display advertising may be undertaken using materials provided by FALKE or by third parties, provided that such third-party material fulfils FALKE’s quality requirements. Use of these advertising media (e.g. through pop-ups) such as to cause a nuisance is not permitted.

c) Affiliate marketing (marketing by service providers on other websites) may be carried out under the conditions applicable to other advertising.

d) Social media

When setting up and operating social media accounts, the Sales Partner is prohibited from using FALKE Signs as account or profile names/profile pictures, including in combination with other terms. In general, the impression must never be given that this is an official FALKE social media channel. The Sales Partner shall also ensure adequate and prompt communication and, if necessary, the forwarding of complaints and claims within 24 hours to its service centre for customer support. If content from official FALKE social media channels is shared or posted, no changes may be made to the visuals and no significant changes may be made to the accompanying texts.

The requirements set out in 10(3) above (“Presentation of FALKE Products”) must be complied with.