General terms and conditions of business

§ 1 Scope

• These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB). We only recognise conditions of the purchaser that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.

• These terms and conditions of sale also apply to all future transactions with the customer, provided that they are legal transactions of a similar nature

• Individual agreements made with the buyer in individual cases (including collateral agreements, additions and changes) always take precedence over these terms and conditions of sale. The content of such agreements is determined, unless there is evidence to the contrary, by a written contract or our written confirmation.

§ 2 Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with Section 145 of the German Civil Code (BGB), we can accept it within eight weeks.

§ 3 Documents provided

We reserve ownership and copyright to all documents provided to the customer in connection with the order - including in electronic form - such as calculations, drawings, etc. These documents may not be made available to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section 2, these documents must be returned to us immediately.

§ 4 Prices and payment

• Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the applicable rate. Packaging costs will be invoiced separately.

• Payment of the purchase price must be made exclusively to the account specified on the reverse. Cash discounts are only permitted if specifically agreed in writing.

• Unless otherwise agreed, the purchase price is payable by the date stated in the invoice.

• Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs remain reserved for deliveries that take place 3 months or later after conclusion of the contract.

§ 5 Rights of retention

The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

• The start of the delivery time specified by us presupposes the timely and proper fulfillment of the customer's obligations. The right to object to non-fulfillment of the contract remains reserved.

• If the customer defaults on acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time at which the customer defaults on acceptance or payment.

• Other statutory claims and rights of the purchaser due to a delay in delivery remain unaffected.

§ 7 Transfer of risk upon dispatch

If the goods are sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer when they are sent to the customer, or at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are sent from the place of performance or who bears the freight costs.

§ 8 Retention of title

• We retain title to the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer acts in breach of contract.

• The purchaser is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it at his own expense against theft, fire and water damage to the replacement value. If maintenance and inspection work must be carried out, the purchaser must carry this out in a timely manner at his own expense. As long as ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. If the third party is not in a position to reimburse us for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the purchaser is liable for the loss incurred by us.

• The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against the buyer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been made or payments have been suspended.

• The processing or transformation of the purchased item by the customer is always carried out in our name and on our behalf. In this case, the customer's expectant right to the purchased item continues to apply to the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate joint ownership to us and keeps the sole ownership or joint ownership thus created for us. To secure our claims against the customer, the customer also assigns to us any claims that arise against a third party as a result of the combination of the reserved goods with real estate; we hereby accept this assignment.

§ 9 Warranty and notification of defects as well as recourse/manufacturer’s recourse

• The purchaser’s warranty rights presuppose that the purchaser has properly fulfilled his inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB).

• Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health that are based on an intentional or negligent breach of duty by the user. Insofar as the law stipulates longer periods in accordance with Section 438 Paragraph 1 No. 2 of the German Civil Code (buildings and items for buildings), Section 445 b of the German Civil Code (right of recourse) and Section 634a Paragraph 1 of the German Civil Code (construction defects), these periods apply. Our consent must be obtained before any goods are returned.

• If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.

• If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

• Claims for defects do not apply in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences that are not assumed under the contract. If the customer or third parties carry out improper repair work or modifications, there are also no claims for defects for these and the resulting consequences.

• Claims by the customer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs including possible removal and installation costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently transported to a location other than the customer's branch, unless the transport corresponds to their intended use.

• The purchaser's recourse claims against us only exist to the extent that the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the scope of the purchaser's recourse claim against the supplier.

§ 10 Miscellaneous

• This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

• The place of performance and exclusive jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.

• All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.