GTC

§1 General - Scope of application

Our Terms and Conditions of Sale apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale. All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB). Our Terms and Conditions of Sale shall also apply to all future transactions with the customer.

§2 Offer - Offer documents

If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks. An offer on our part to the customer to conclude a contract is subject to change. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are labelled "confidential". The customer requires our express written consent before passing them on to third parties.

§3 Prices and terms of payment

Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging, which will be invoiced separately. We reserve the right to change our prices accordingly if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective labour agreements or changes in material prices. We shall provide the customer with evidence of such changes upon request. The statutory value added tax is not included in our prices. It will be shown separately on the invoice at the statutory rate on the day of invoicing. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. The statutory regulations regarding the consequences of late payment shall apply. The deduction of a discount requires a special written agreement. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, the customer is authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§4 Delivery time

The start of the delivery period stated by us is subject to the clarification of all technical questions. Compliance with our delivery obligation also presupposes the timely and proper fulfilment of the customer's obligation. The defence of non-performance of the contract remains reserved. If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. Insofar as the requirements of section 3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay. We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfilment of the contract has ceased to exist. We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage. We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage. Further statutory claims and rights of the customer remain reserved.

§5 Transfer of risk - packaging costs

Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. Separate agreements apply to the return of packaging. If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§6 Liability for defects

Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). If there is a defect in the purchased item, we are entitled, at our discretion, to subsequent fulfilment in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance. If the subsequent fulfilment fails, the customer is entitled, at his discretion, to demand withdrawal or a reduction in price. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on wilful intent or gross negligence, including wilful intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of wilful breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage. An essential contractual obligation exists if the breach of duty relates to an obligation on the fulfilment of which the customer has relied and was entitled to rely. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. Unless otherwise stipulated above, liability is excluded. The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

§7 Joint and several liability

Any further liability for damages other than that provided for in § 6 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB. The limitation according to clause 7. 1. shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§8 Retention of title

We reserve title to the purchased item until all payments arising from the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a cancellation of the contract. After taking back the purchased item, we shall be authorised to sell it; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial or extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us. The customer is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. The processing or remodelling of the object of sale by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time 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 shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us. The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the combination of the purchased item with a property. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10 %; we shall be responsible for selecting the securities to be released.

§9 Place of jurisdiction, place of fulfilment

If the customer is a merchant, our registered office shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence; the law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods shall be excluded. Unless otherwise stated in the order confirmation, our registered office is the place of fulfilment.