§ 1 Scope of application

1. These General Terms and Conditions of Sale (GTCS) shall apply to all our present and future business relationships with our customers (“Buyer”). The General Terms and Conditions of Sale shall only apply if the Buyer is an entrepreneur (Section 14 BGB), a legal entity under public law or a special fund under public law within the meaning of Section 310 (1) BGB.

2. Our General Terms and Conditions of Sale shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall also apply if the Buyer refers to its General Terms and Conditions of Business in the context of the order and we have not expressly objected to the General Terms and Conditions of Business.

3. These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale in the version valid at the time of the Buyer's order or in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us as the Seller having to refer to them again on a case-by-case basis.

4. We are entitled to amend these General Terms and Conditions of Sale even during the existing contractual relationship in compliance with the following procedure, provided that the amendment is reasonable for the customer, i.e. without significant legal or economic disadvantages, taking into account our interests, and there is a valid reason for the amendment. Such a reason exists in particular if new technical developments or changed requirements of legislation and jurisdiction require a change to the General Terms and Conditions of Sale.

5. We will inform the customer of any changes to the general terms and conditions of sale at least 30 days before the planned entry into force of the changes. The customer may object to the changes in writing within 30 days of receipt of the notification. If no objection is made and the customer continues to use the services after expiry of the objection period, the changes shall be deemed to have been effectively agreed for all services to be provided from the expiry of the period.

6. In the notification, we shall make separate reference to the aforementioned deadline and the legal consequences of its expiry if the option to object is not exercised.

7. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) and information in our order confirmation shall take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

8. Legally relevant declarations and notifications of the buyer with regard to the contract (e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory formal requirements and further evidence (if necessary in case of doubt about the legitimacy of the declaring party) remain unaffected.

9. If references are made to the validity of statutory provisions, it should be noted that these are for clarification purposes only. The statutory provisions shall apply - even if no corresponding clarification has been made - to the extent that they are not amended or excluded by the General Terms and Conditions of Sale.

§ 2 Offer and conclusion of contract

1. Our offers are subject to change and non-binding. The calculation is made without regard to the list price at the prices valid on the day of delivery. This shall also apply if we have provided the Buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards) and other product descriptions or documents (also in electronic form). We reserve ownership rights and copyrights to all documents provided to the Buyer in connection with the order placement. These documents may not be made accessible to third parties unless we give the Buyer our express written consent.

2. The order of the goods by the buyer is a binding contractual offer. In the event that the order does not we are entitled to accept this contractual offer within two weeks of its receipt by us.

3. The acceptance of the contract offer on the part of the buyer can be declared either in writing (e.g. by an order confirmation) or by delivery of the goods to the buyer. In the event that we as the seller do not accept the buyer's offer within the period specified in section 2.2, any documents sent to the buyer must be returned to us immediately.

4. The conclusion of the contract is subject to the condition subsequent of proper and timely delivery to us by our suppliers, if and insofar as we are not responsible for the improper or timely delivery on our part. In the event of the occurrence or foreseeability of the occurrence of the condition subsequent, we shall inform the buyer immediately and any payments already made by the customer shall be reimbursed without delay.

5. We are entitled to a right of withdrawal in accordance with these terms and conditions if, after the conclusion of a contract between us and the customer, circumstances arise which make the granting of credit to the customer unsuitable due to the customer's economic circumstances, i.e. the customer can no longer be regarded as creditworthy. The same applies in the event that these circumstances already existed when the contract was concluded and were unknown to us due to circumstances for which we are not responsible.

§ 3 Prices and payment agreements

1. Unless otherwise agreed in writing in individual cases, our current prices at the time of conclusion of the contract shall apply ex warehouse, plus statutory VAT. The costs of packaging shall be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

2. Within the framework of a sales shipment, the buyer shall bear the transportation costs ex warehouse and the costs of any transportation insurance requested by the buyer. In the event that we do not invoice the transportation costs incurred in the individual case, we shall charge a flat-rate transportation fee (excluding transportation insurance) of EUR 150 per pallet. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.

3. Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a cash discount is only permitted with a special written agreement.

4. Unless otherwise agreed, the purchase price shall be due and payable upon invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.

5. The buyer shall be in default if the above payment period expires. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate in accordance with Section 288 (2) BGB at a rate of eight percentage points above the respective base interest rate. We reserve the right to claim further damages for default. Our claim against merchants for commercial maturity interest in accordance with § 353 HGB remains unaffected.

6. If and to the extent that the customer is in default with a payment and/or the fulfillment of an obligation, all claims arising from any business relationship with this customer to which we are entitled vis-à-vis this customer shall become due for payment immediately and in full.

7. We are entitled to charge a reminder fee of EUR 10.00 for each reminder letter after the occurrence of default.

8. If it is foreseeable after conclusion of the contract that our claim to payment of the purchase price is jeopardized due to lack of solvency on the part of the buyer (e.g. by filing for insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB). The statutory provisions on the dispensability of setting a deadline shall remain unaffected.

9. In the event of default of payment and/or in the event of deterioration of the customer's financial situation, we shall be entitled to demand advance payments or the provision of security in an appropriate amount with regard to all claims to which we are entitled from any business relationship with the customer and to refuse performance until advance payment and/or the provision of security on our part. Furthermore, in the event of a request for advance payment and/or the provision of security in accordance with the above, we shall be entitled to withdraw from the contract with the customer and at the same time to demand compensation in lieu of performance if the customer has not complied with our request within a period of four days of receipt.

§ 4 Rights of retention

The Buyer shall only be entitled to set-off or retention rights in the event that his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event that defects occur within the scope of the delivery, the Buyer's counter-rights, in particular pursuant to Section 8.6 sentence 2 of these General Terms and Conditions of Sale, shall remain unaffected.

§ 5 Delivery period and delay in delivery

1. The delivery period shall be agreed individually. Information provided by us upon acceptance of an order is non-binding.

2. In the event that we are unable to meet contractually agreed delivery deadlines for reasons for which we are not responsible, we must inform the buyer of this circumstance immediately and at the same time inform the buyer of the expected or new delivery deadline. If a delayed delivery cannot be made within the newly announced delivery period due to non-availability of the service, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the buyer (in the form of payment of the purchase price). The non-availability of the service is given, for example, if our supplier has not delivered to us on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (for example due to force majeure) or if we are not obliged to procure in individual cases.

3. Whether we as the seller are in default of delivery shall be determined in accordance with the statutory provisions. However, the prerequisite for a delay in delivery by us as the seller is a reminder from the buyer. In the event that there is a delay in delivery, the buyer may claim lump-sum compensation for the damage caused by the delay. The liquidated damages shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but shall not exceed a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage or only less damage than the above lump sum.

4. the rights of the Buyer pursuant to Section 9 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

§ 6 Delivery, transfer of risk, acceptance, default of acceptance

1. Delivery shall be ex warehouse. The warehouse is also the place of performance for the delivery and the place for any subsequent performance. In the event that the buyer wishes to have the goods sent to another destination (sale to destination), he shall bear the costs of shipment. In the event that nothing has been contractually agreed, we can determine the type of shipment (packaging, shipping route, transport company) ourselves.

2. The risk of accidental loss and accidental deterioration shall pass to the buyer when the goods are handed over to the buyer. In the case of a sale involving the carriage of goods, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay shall pass to the Buyer upon delivery of the goods to the forwarding agent or carrier. In the event that acceptance of the goods is contractually agreed, this shall be decisive for the transfer of risk. Further statutory provisions of the law on contracts for work and services remain unaffected. If the buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance of the goods.

3. If, after conclusion of the contract, new official obligations are imposed on us in connection with a delivery of the goods which do not yet exist at the time of conclusion of the contract and which affect the specific contract, the obligations resulting from the respective official orders shall be deemed to have been contractually agreed. Any additional costs of any kind arising from this, for example in the form of increased or new taxes, expenses and other charges, increases or changes in possible import and customs regulations shall be borne by the buyer.

4. In the event that the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we shall have a claim against the plaintiff for compensation for the damage incurred, including additional expenses (e.g. storage costs). If this is the case, we shall charge the Buyer a lump-sum compensation in the amount of EUR [ ] per calendar day (beginning with the delivery period or, if no delivery period is specified, with the notification that the goods are ready for shipment). Statutory claims on our part (reimbursement of additional expenses, reasonable compensation, termination) and proof of higher damages shall remain unaffected.

5. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. However, the Buyer reserves the right to prove that we have incurred no damage at all or only significantly less damage than the above lump sum.

6. Partial deliveries are permissible if the partial delivery can be used by the customer for the contractually agreed purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional work or costs as a result, unless we agree to bear these costs.

§ 7 Retention of title

1. We reserve title to the delivered goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

2. The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. The buyer must inform us immediately in writing in the event that an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures). 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 Buyer shall be liable for the loss incurred by us.

3. In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not at the same time include a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract.

4. In the event that the buyer does not pay the purchase price due, we must have set the buyer a reasonable deadline for payment without success before asserting these rights. This shall only apply insofar as the setting of such a deadline is not dispensable under the statutory provisions.

5. Until revoked in accordance with clause 7.4.c, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

a) The products of our goods resulting from combination, mixing or processing shall be subject to retention of title at their full value, whereby we shall be deemed to be the manufacturer. In the event that, in the event of combination, mixing or processing with the goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title. The purchaser also assigns to us for security purposes such claims against a third party which accrue to him through the combination of the goods subject to retention of title with a property. In this case, we accept the assignment.

b) The Buyer assigns to us already at this point in time in total or in the amount of our possible co-ownership share pursuant to Section 7.4.a for security purposes the claims against third parties arising from the resale of the goods or the product in the amount of the final invoice amount agreed with us (including VAT). We accept the assignment. The obligations of the Buyer listed in Section 7.2 shall also apply in consideration of the assigned claims.

c) The Buyer shall remain authorized to collect the claim in addition to us. As long as the Buyer meets his payment obligations to us, there is no deficiency in the Buyer's ability to pay and we do not assert the retention of title by exercising a right in accordance with clause 7.3, we undertake not to collect the claim. If we assert the exercise of a right pursuant to Section 7.3, we may demand that the Buyer disclose the assigned claims and their debtors and that the Buyer provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the buyer's authorization to resell and process the goods subject to retention of title.

d) In the event that the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

6. The buyer 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 adequately at his own expense against theft, fire and water damage at replacement value (note: only permissible for the sale of high-value goods). If maintenance and inspection work has to be carried out, the buyer must carry this out in good time at his own expense.

§ 8 Warranty claims of the buyer

1. The statutory provisions shall apply to the rights of the Buyer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. This shall not affect the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the rights of the buyer arising from separately issued guarantees, in particular from the manufacturer.

2. Agreements which we have made with buyers regarding the quality and the intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects within the scope of the warranty. A quality agreement includes all product descriptions and manufacturer's specifications that are the subject of the individual contract. In the event that no quality has been agreed, it must be assessed in accordance with the provisions of Section 434 (3) BGB whether a defect exists. Against this background, it should be noted that public statements made by the manufacturer in the context of advertising or on the label of the goods take precedence over statements made by other third parties.

3. We shall not be liable for defects which the buyer is aware of or is grossly negligent in not being aware of at the time of conclusion of the contract in accordance with § 442 BGB.

4. Claims for defects of the Buyer shall only exist insofar as the Buyer has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If the goods are building materials or other goods intended for installation or other further processing, an inspection must be carried out immediately before processing. We must be notified immediately in writing if a defect is discovered during delivery, inspection or at a later date. Obvious defects must be reported in writing immediately upon receipt of the delivery and non-apparent defects must also be reported immediately upon discovery of the defects. In the event that the Buyer fails or neglects to fulfill its obligation to properly inspect the goods and/or report defects, we shall not be liable for the defect that was not reported or not reported in a timely or proper manner in accordance with the statutory provisions. If the goods were intended for further processing, this shall also apply if the defect only became apparent after the corresponding processing as a result of non-compliance with or breach of one of these obligations. In this case, the buyer shall not be entitled to any claims for reimbursement of the “installation and removal costs”.

5. If the delivered goods are defective, we as the seller shall be entitled to choose whether we provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (subsequent delivery). In the event that the type of subsequent performance chosen by us is unreasonable for the buyer in the individual case, he may refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. In addition, we are entitled to make the supplementary performance to be provided by us dependent on the Buyer paying the purchase price due. However, the buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

6. The buyer must grant us the necessary time and opportunity for the subsequent performance to be rendered. In particular, the buyer must hand over to us the item for which he has asserted a defect for inspection purposes. In the event that we make a subsequent delivery of a defect-free item, the buyer must return the defective item to us in accordance with the statutory provisions. However, the buyer is not entitled to a claim for return.

7. We shall reimburse the expenses which are necessary for inspection purposes and for subsequent performance (transport, labor and material costs) in accordance with the statutory provisions and these General Terms and Conditions of Sale in the event that a defect exists. However, we may demand reimbursement from the Buyer for costs incurred due to an unjustified request to remedy a defect in the event that the Buyer knew or could have recognized that there was in fact no defect.

8. The Buyer has the right to remedy the defect himself and to demand reimbursement of the expenses objectively necessary for this purpose if there is an urgent case (e.g. in the event of danger with regard to operational safety or to prevent disproportionate damage). The buyer must inform us immediately in the event of self-performance. In the event that we would be entitled to refuse subsequent performance in accordance with the statutory provisions, the Buyer shall have no right to self-performance.

9. The buyer may withdraw from the purchase contract in accordance with the statutory provisions or reduce the purchase price if a deadline to be set by the buyer for subsequent performance has expired unsuccessfully or is dispensable in accordance with the statutory provisions. In the event of a minor defect, however, the Buyer shall not be entitled to withdraw from the contract.

10. Claims of the Buyer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a sale of consumer goods (Sections 478, 474 BGB).

11. Claims for damages or claims for reimbursement of futile expenses of the buyer (§ 284 BGB) shall only exist in accordance with clause 9 and clause 10, even in the event of a defect.

§ 9 Statute of limitations

1. The general limitation period for claims resulting from material defects or defects of title shall be one year from delivery, in deviation from § 438 (1) No. 3 BGB. In the event that acceptance has been contractually agreed, the limitation period shall commence upon acceptance.

2. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period pursuant to §§ 195, 199 BGB would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to clauses 10.1 and 10.2.a) as well as those pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Other liability

1. The general limitation period for claims resulting from material defects or defects of title shall be one year from delivery, in deviation from § 438 (1) No. 3 BGB. In the event that acceptance has been contractually agreed, the limitation period shall commence upon acceptance.

2. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period pursuant to §§ 195, 199 BGB would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to clauses 10.1 and 10.2.a) as well as those pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 11 Choice of law and place of jurisdiction

1. These General Terms and Conditions of Sale and the contractual relationship between us as the seller and the buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, our registered office in Steinfeld-Mühlen, Kötterhof 20 shall be the exclusive, and also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of §14 BGB.

3. We are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or an overriding individual agreement or at the Buyer's general place of jurisdiction. This shall not affect overriding statutory provisions (exclusive places of jurisdiction).