General Terms and Conditions of Sale

Section 1 Scope, Form

(1) These terms of sale (hereinafter "Terms") apply to all of our offers and deliveries, regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code (BGB)), and exclusively towards businesses, legal entities under public law, or special funds under public law within the meaning of Section 310(1) BGB.

(2) Our terms of sale apply exclusively; we do not recognise any terms of the customer that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms of sale also apply if, being aware of conflicting or deviating terms of the customer, we carry out delivery to the customer without reservation.

(3) These general terms of delivery, in their respective version, also apply to all future contracts for the sale of our goods with the same customer, without us having to refer to them again in each individual case; in such cases, we will inform the customer without delay of any changes to our general terms of delivery.

(4) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply, unless they are directly amended or expressly excluded in these Terms.

(5) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and details in our order confirmation always take precedence over these Terms. In case of doubt, trade clauses are to be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC),
in the version valid at the time the contract is concluded.

(6) Legally relevant and formative declarations and notices from the customer relating to the contract (e.g. setting of a deadline, notice of defects, withdrawal or reduction) must be made in writing. For the purposes of these Terms, "in writing" includes written and text form (e.g. letter, email, fax). Statutory formal requirements remain unaffected by this.

Section 2 Conclusion of Contract, Cancellations by the Customer

(1) All offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. They merely constitute an invitation to the customer to place an order.

(2) Purchase contracts for our products only come into effect through the customer's order (= binding offer) and our acceptance thereof. Orders are accepted by us either through a written order confirmation (text form is sufficient) or through delivery of the goods. By
accepting deliveries, the customer agrees to these Terms.

(3) If a customer's order is not confirmed or executed by us within fourteen days of its receipt, it shall be deemed rejected. If our order confirmation deviates from the order, the order confirmation shall be authoritative, unless the customer objects to the order confirmation within seven working days of receipt.

(4) We reserve ownership and copyright to illustrations, drawings, calculations and other documents (e.g. catalogues, price lists) that we may provide as part of the ordering process; these must not be made accessible to third parties. This applies in particular to
written documents marked as "confidential"; the customer requires our express written consent before passing these on to third parties.

(5) A cancellation of the contract by the customer is only possible in writing and additionally requires our written consent. In this case, the buyer must pay a cancellation fee of 30% of the gross sale price. In addition, we must be compensated for any (preliminary) services already rendered in
fulfilment of the contract, which we may, at our discretion, charge as a flat fee of 15% of the gross sale price without providing proof.

Section 3 Prices/Payment Terms

(1) Unless otherwise stated in the order confirmation, our prices apply "ex works", excluding packaging; this is invoiced separately.

(2) Statutory value added tax is not included in our prices; it is shown separately in the invoice at the statutory rate applicable on the date of invoicing. Any deduction of a cash discount requires a special written agreement. In the case of an agreed sale involving dispatch, the customer bears
the transport costs "ex works" and the costs of any transport insurance requested by the customer. The customer also bears any customs duties, fees, taxes and other public charges.

(3) Unless otherwise stated in the order confirmation, the purchase price (without deduction) is due for payment within 30 days of the invoice date. If the customer defaults on payment, we are entitled to charge statutory default interest.

(4) The customer is only entitled to rights of set-off if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, the customer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

(5) If, after confirmation of the order, doubts arise regarding the customer's creditworthiness or ability to perform, for example due to unfavourable credit information, protested bills of exchange, lawsuits, etc., we are entitled under statutory provisions to refuse performance and – if necessary, after setting a deadline – to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

Section 4 Delivery, Transfer of Risk, Default of Acceptance

(1) Delivery is made "ex works", which is also the place of performance for delivery and any subsequent performance. At the customer's request and expense (see Section 3(2) of these Terms), the goods will be shipped to a different destination (sale involving dispatch).

(2) The delivery period is agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period is approximately … weeks from conclusion of the contract.

(3) Unless otherwise agreed, the risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover. In the case of a sale involving dispatch, unless otherwise agreed, the risk passes to the customer upon handover of the goods to the freight forwarder, carrier, or other person or institution designated to carry out the shipment. Handover to the customer is deemed to have occurred if the customer is in default of acceptance.

(4) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the goods/service), we will inform the customer of this without delay and at the same time notify them of the anticipated new delivery deadline. If the goods/service are still not available within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any consideration already provided by the customer. Unavailability of the goods/service in this sense includes, for example, our supplier's failure to deliver to us in time, where we have entered into a congruent hedging transaction, other disruptions in the supply chain, for instance due to force majeure (e.g. mobilisation, war, shortage of materials, operational disruptions, strikes, lockouts, plant closures, epidemics), or where we are not obliged to procure the goods in the individual case.

(5) Whether we are in default of delivery is determined in accordance with statutory provisions. In any case, however, a reminder from the customer is required. If we are in default of delivery for reasons for which we are responsible, the customer may claim compensation for their default-related loss at a flat rate. The flat-rate compensation amounts to 0.5% of the net price (value of the delivery) for each completed calendar week of the delay, but no more than 5% in total of the value of the delivery of the goods delivered late. If the delay is based on intent or gross negligence, or constitutes a material breach of duty, the statutory liability for default shall apply; however, in the case of a merely negligent breach of duty, this liability is limited to the foreseeable, typically occurring damage. We reserve the right to prove that the buyer suffered no loss at all, or only a substantially lower loss than the above flat rate.

(6) Compliance with our delivery obligation presupposes the timely and proper fulfilment of the customer's obligations.

(7) If the customer is in default of acceptance, or breaches other duties to cooperate, we are entitled to claim compensation for any damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the
purchased item also passes to the customer at the time the customer enters into default of acceptance.

Section 5 Retention of Title

(1) We retain title to the goods until all payments arising from the supply contract have been received. In the event of conduct by the customer in breach of contract, in particular default of payment, we are entitled to reclaim the goods. Our reclaiming of the goods does not constitute withdrawal from the contract, unless we have expressly declared this in writing. Any seizure of the goods by us always constitutes withdrawal from the contract. After reclaiming the goods, we are entitled to realise their value; the proceeds of realisation shall be offset against the customer's liabilities, less reasonable costs of realisation.

(2) The customer is obliged to handle the goods with care; in particular, they are obliged to adequately insure the goods, at their own expense, against fire, water and theft damage at replacement value. Should maintenance and inspection work be required, the customer must carry this out in good time at their own expense.

(3) In the event of seizure or other interference by third parties, the customer must notify us in writing without delay so that we can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not able to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the
customer shall be liable for any resulting shortfall. (4) The customer is entitled to resell the goods in the ordinary course of business; however, the customer hereby already assigns to us all claims in the amount of the final invoice amount agreed with us (including VAT) arising from the resale against their customers or third parties, regardless of whether the goods are resold without or after processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment, and in particular no petition for the opening of insolvency or composition proceedings has been filed or a suspension of payments has occurred. However, should this be the case, we may require the customer to disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor (third party) of the assignment.

(5) Any processing or transformation of the goods by the customer is always carried out on our behalf. The customer's contingent right to the goods continues to apply to the transformed item. If the goods are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed items at the time of processing. In all other respects, the item created through processing is subject to the same provisions as the goods delivered subject to retention of title.

(6) If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers proportionate co-ownership to us. The customer shall keep the resulting sole or co-ownership in safekeeping for us.

(7) The customer also assigns to us, as security for our claims against them, any claims arising against a third party from the connection of the goods with a plot of land.

(8) We undertake, at the customer's request, to release the securities to which we are entitled to the extent that their realisable value exceeds the claims to be secured by more than 10%, or their nominal value by more than 50%; the selection of the securities to be released is at our discretion.

Section 6 Buyer's Claims for Defects

(1) The statutory provisions apply to the buyer's rights in the event of material and legal defects (including incorrect delivery and short delivery, as well as improper assembly/installation or defective instructions), unless otherwise specified below.

(2) The customer's warranty rights presuppose that they have properly fulfilled their obligations to inspect the goods and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). For goods intended for installation or other further processing, an inspection must in every case be carried out immediately prior to processing. If a defect becomes apparent upon delivery, upon inspection, or at any later point in time, we must be notified of this in writing without delay, whereby in any case obvious defects must be notified in writing within 6 working days of delivery, and defects not identifiable upon inspection within the same period from their discovery. If notice of defects is not given in the proper form and within the proper period, warranty claims can no longer be asserted. For goods intended for installation, attachment or fitting, this also applies if the defect only becomes apparent after the relevant processing as a result of a breach of one of these obligations; in such cases, in particular, the buyer has no claim to reimbursement of the corresponding costs ("removal and installation costs").

(3) The warranty period for the delivery of new goods is one year from delivery of the item, unless mandatory statutory provisions provide for a longer limitation period. The statutory limitation period applies to claims for damages arising from intent and gross negligence, as well as in the event of injury to life, limb or health resulting from an intentional or negligent breach of duty by the user.

(4) We bear the expenses necessary for the purpose of inspection and subsequent performance. If a customer's request to remedy a defect proves to be unjustified, we may demand reimbursement of the resulting costs, unless the absence of the defect was not identifiable by the customer.

(5) Should the delivered goods, despite all due care, exhibit a defect that already existed at the time the risk passed (Section 4(3) of these Terms), we will, subject to timely notice of defects, at our discretion either repair the goods or deliver replacement goods. We must always be given the opportunity for subsequent performance within a reasonable period.

(6) If subsequent performance fails, the customer is entitled, at their discretion, to declare withdrawal or demand a corresponding reduction of the purchase price.

(7) Unless otherwise specified below (paragraphs 8 and 9, Sections 7 and 8), any further claims by the customer – regardless of the legal grounds – are excluded. We are therefore not liable for damage that has not occurred to the delivered item itself; in particular, we are not liable for loss of profit or other financial losses of the customer.

(8) If the cause of the damage is based on intent or gross negligence, we are liable in accordance with statutory provisions. This also applies if the customer claims damages due to the absence of a characteristic of the item that we have guaranteed.

(9) If we culpably breach a material contractual obligation, liability is limited to the foreseeable damage typical for this type of contract; otherwise, liability is excluded in accordance with paragraph (8). A "material" contractual obligation within the meaning of these Terms is any obligation the culpable breach of which jeopardises the achievement of the purpose of the contract, and on the proper fulfilment of which the customer relies and may rely, because it is fundamental to the contract.

Section 7 Supplier Recourse

(1) The buyer's claims for reimbursement of expenses pursuant to Section 445a(1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB).

(2) Before the customer, in the case referred to in paragraph 1, second half-sentence, acknowledges or fulfils a claim for defects (including reimbursement of expenses pursuant to Sections 445a(1), 439(2) and (3) BGB) asserted by their own customers, the customer will notify us and, setting out the facts of the matter, request our written statement. If we do not provide a statement within a reasonable period and no amicable solution is reached (e.g. our own subsequent performance), the claim for defects actually granted by the customer shall be deemed owed to their customer, unless we succeed in proving otherwise.

Section 8 Other Liability

(1) Any further liability for damages beyond that provided for in Section 6(7) to (9) is excluded – regardless of the legal nature of the claim asserted.

(2) The provision under paragraph (1) does not apply to claims under Sections 1 and 4 of the German Product Liability Act. Nor does it apply where we are liable for injury to life or health on other legal grounds.

(3) Unless the limitation of liability under Section 6(9) applies to claims for product liability under Section 823 BGB in respect of property damage, our liability is limited to the insurance benefit payable. Insofar as this is not paid, or not paid in full, we ourselves shall be liable up to the amount of the sum insured.

(4) The provision under paragraph (1) also does not apply in cases of initial impossibility or impossibility for which we are responsible.

(5) Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, staff, representatives and vicarious agents.

Section 9 Applicable Law, Place of Jurisdiction, Final Provisions

(1) The law of the Federal Republic of Germany applies to all legal relationships between the parties. The UN Convention on Contracts for the International Sale of Goods (CISG), as well as any other international agreements, even after their incorporation into German law, shall not apply.

(2) Should the customer be a merchant, a legal entity under public law, or a special fund under public law, the place of performance and the exclusive place of jurisdiction for any disputes arising in connection with the business relationship shall, at our discretion, be our registered office or the customer's registered office.
However, for actions against us, our registered office shall be the exclusive place of jurisdiction in these cases. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

(3) Should individual provisions of these general terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. The customer and we undertake to replace an invalid provision by mutual agreement with an appropriate statutory provision. The same applies if a matter requiring regulation is not expressly regulated.
As of: 16.05.23