General Terms and Conditions of Sale

§ 1 General - Scope of application

(1) Our Terms and Conditions of Sale shall apply exclusively; we do not recognize 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.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. They shall also apply to all future transactions with the Customer.
(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Offer - Offer documents

(1) Our prices are subject to change. We can accept an offer from the customer within 2 weeks by written order confirmation or by sending the goods.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as "confidential". The customer requires our express written consent before passing them on to third parties.

§ 3 Prices - Terms of payment

(1) Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging, freight, postage and other shipping costs; these will be invoiced separately.
(2) The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a discount requires a special written agreement. Such an agreement does not apply to packaging, freight, postage, insurance or other shipping costs.
(4) 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 provisions regarding the conditions and consequences of late payment shall apply. If a customer is in arrears with the payment of an invoice, all outstanding invoices against him shall become due for payment.
(5) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
(6) If the fulfillment of the payment claim is jeopardized due to a deterioration in the financial circumstances of the customer that has occurred or become known after conclusion of the contract (in particular insolvency application or opening of insolvency proceedings), the contractor may demand advance payment, withhold goods not yet delivered and cease further work. The Client must compensate for any damage incurred as a result. The Contractor shall also be entitled to these rights if the Client is in default of payment for deliveries based on the same legal relationship.
(7) The limitation period for our payment claim is four years.

§ 4 Delivery time

(1) Delivery dates are only valid if they have been confirmed by us in writing. The start of the agreed delivery period is subject to the clarification of all technical issues. Operational disruptions shall extend the delivery time for the period of their duration. They do not justify any right of withdrawal on the part of the customer. The same applies to force majeure.
(2) Compliance with our delivery obligation also presupposes the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are 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.
(4) Insofar as the requirements of paragraph (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.
(5) If we are in default of delivery, the customer must set us a grace period of at least 12 weeks. If this period expires without result, the customer may withdraw from the contract or demand a reduction in the purchase price. The customer shall not be entitled to claim damages or reimbursement of expenses.

§ 5 Transfer of risk - packaging costs

(1) Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. If the customer is an entrepreneur, the risk shall pass to him as soon as the consignment has been handed over to the person or company carrying out the transport.
(2) Separate agreements shall apply to the return of packaging.
(3) If the customer so wishes, we shall cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§ 6 Liability for defects

(1) If the customer is an entrepreneur, his claims for defects presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The notice of defects must be made in writing without delay, but no later than 2 working days after delivery of the goods.
(2) We shall only be liable if the defect of the goods is not insignificant, unless we have fraudulently concealed the defect or given a quality guarantee. If the customer is an entrepreneur, we shall be entitled, at our discretion, either to remedy the defect or to deliver a new defect-free item. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor 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 delivery. If subsequent performance is impossible or involves disproportionately high costs, we are entitled to refuse it. In any case, the costs of subsequent performance shall be limited to the amount of the order value.
(3) If subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price.
(4) Defects in part of the delivered goods shall not entitle the customer to complain about the entire delivery, unless the partial delivery is of no interest to the customer.

§ 7 Compensation and limitation period

(1) The customer shall only be entitled to compensation for damages or expenses in the following cases: injury to life, body or health; intentional or grossly negligent causation of the damage; breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely ("cardinal obligation"); claims for damages under the Product Liability Act; claims in the event of fraudulent concealment of a defect or the provision of a guarantee of quality.
(2) Liability shall be limited to the foreseeable, typically occurring damage, unless we can be accused of an intentional breach of contract, an essential contractual obligation ("cardinal obligation") is breached, or a claim for compensation for the damage is made instead of performance.
(3) Further claims for damages or reimbursement of expenses against us, irrespective of the legal grounds, are hereby excluded.
(4) Claims for liability for material defects and for damages or reimbursement of expenses, irrespective of the legal grounds, shall become time-barred 12 months after the transfer of risk. Exceptions to this are the cases mentioned in paragraph 1. Here the period is 24 months.
(5) Insofar as our liability for damages is limited, this shall also apply with regard to any personal liability for damages on the part of our employees, workers, staff, representatives and vicarious agents.

§ 8 Retention of title

(1) We reserve title to the purchased item until receipt of all payments from the delivery contract. 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 item. If we take back the goods, this shall constitute withdrawal from the contract. After taking back the item, we shall be entitled to sell it; the proceeds of the sale shall be set off against the customer's liabilities - less reasonable selling costs.
(2) The customer shall be obliged to treat the item with care; in particular, he shall be obliged to insure it adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in good time at his own expense.
(3) 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 § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The customer shall be entitled to resell the 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 authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to 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 composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can 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.
(5) The processing or transformation of the item by the customer is always carried out for us. If the 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.
(6) If the 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.
(7) The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the connection of the item with a property.
(8) We undertake to release the securities to which we are entitled at the request of the customer insofar as the realizable 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 performance - Choice of law - Severability clause

(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court which has jurisdiction for his place of residence or business.
(2) The law of the Federal Republic of Germany shall apply, including the UN Convention on Contracts for the International Sale of Goods. If the goods delivered by us are exported abroad by the customer, the customer shall also be obliged to agree with its buyer that the UN Convention on Contracts for the International Sale of Goods shall apply.
(3) Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.
(4) Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining GTC.