§ 1 Scope of application a

1. 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 recognize conflicting or deviating terms and conditions of the purchaser if we expressly agree to their validity in writing.

2. These terms and conditions of sale shall also apply to all future transactions with the purchaser, insofar as they are related legal transactions (as a precaution, the terms and conditions of sale should in any case be attached to the order confirmation).

3. Individual agreements made with the buyer in specific cases (including collateral agreements, amendments, and modifications) shall always take precedence over these 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.

§ 2 Offer and conclusion of contract

If an order is to be regarded as an offer pursuant to § 145 BGB, we can accept it within two weeks.

§ 3 Documents Provided

We retain ownership and copyright to all documents provided to the customer in connection with the order – including those 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

1. 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 side. Deduction of a discount is only permitted with a separate written agreement.

2. Unless otherwise agreed, the purchase price is payable within 10 days of delivery (alternatives: "... the purchase price is payable within 21 days of the invoice date" or "... the purchase price is payable by [specific date]"). Interest on overdue payments will be charged at a rate of 8% above the respective base interest rate per annum (see Appendix 1). The right to claim further damages for late payment remains reserved.

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

§ 5 Rights of Retention

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

§ 6 Delivery time

1. The commencement of the delivery period specified by us is contingent upon the timely and proper fulfillment of the customer's obligations. The right to raise the defense of non-performance of contract remains reserved.

2. If the buyer defaults on acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for the resulting damages, including any additional expenses. Further claims remain reserved. Provided the aforementioned conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time the buyer defaults on acceptance or payment.

3. In the event of a delay in delivery caused by us not intentionally or through gross negligence, we shall be liable for each completed week of delay in the form of a lump-sum compensation for delay amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.

4. Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Transfer of Risk upon Dispatch

If the goods are shipped to the buyer at their request, the risk of accidental loss or accidental damage to the goods passes to the buyer upon dispatch, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 8 Retention of Title

1. We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly invoke this right. We are entitled to take back the goods if the buyer breaches the contract.

2. The buyer is obligated to treat the purchased item with care as long as ownership has not yet passed to them. In particular, they are obligated to insure it at their own expense against theft, fire, and water damage for its full replacement value (Note: only permissible for the sale of high-value goods). If maintenance or inspection work is required, the buyer must carry it out promptly at their own expense. As long as ownership has not yet passed, the buyer must notify us immediately in writing if the delivered item is seized or subject to any other third-party intervention. If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the resulting loss.

3. The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us, in advance, all claims against its customers arising from the resale of the goods subject to retention of title, up to the amount of the final invoice total agreed with us (including VAT). This assignment applies regardless of whether the goods are resold before or after processing. The buyer remains authorized to collect the receivables even after the assignment. Our right to collect the receivables ourselves remains unaffected. However, we will not collect the receivables as long as the buyer fulfills its 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 filed or payments have been suspended. [Note: This clause is omitted if no extended retention of title is desired.]

4. Any processing or transformation of the purchased goods by the buyer is always carried out in our name and on our behalf. In this case, the buyer's conditional ownership of the purchased goods extends to the transformed item. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased goods relative to the other processed items at the time of processing. The same applies in the case of commingling. If the commingling occurs in such a way that the buyer's item is to be regarded as the principal item, it is agreed that the buyer transfers proportionate co-ownership to us and holds the resulting sole or co-ownership in trust for us. To secure our claims against the buyer, the buyer also assigns to us any claims that arise against a third party from the incorporation of the goods subject to retention of title into real property; we hereby accept this assignment.

5. We undertake to release the securities to which we are entitled at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.

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

1. The buyer's warranty rights require that he has properly complied with his obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).

2. Claims for defects expire 12 months after delivery of the goods supplied by us to our customer. For claims for damages in cases of intent and gross negligence, as well as for injury to life, body, or health resulting from an intentional or negligent breach of duty by the user, the statutory limitation period applies. (Note: In the case of the sale of used goods, the warranty period may be completely excluded, with the exception of the claims for damages mentioned in sentence 2).

Where the law mandates longer periods pursuant to Section 438 Paragraph 1 No. 2 of the German Civil Code (BGB) (buildings and items for buildings), Section 445b of the German Civil Code (right of recourse), and Section 634a Paragraph 1 of the German Civil Code (construction defects), these periods shall apply. Our consent must be obtained before any goods are returned.

3. Should the delivered goods, despite all due care, exhibit a defect that was already present at the time of the transfer of risk, we will, subject to timely notification of the defect, at our discretion, either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the foregoing provision.

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

5. Claims for defects do not exist in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences that are not stipulated in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects exist for these and their resulting consequences.

6. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently moved to a location other than the customer's place of business, unless the relocation corresponds to their intended use.

7. The customer's recourse claims against us exist only to the extent that the customer has not entered into any agreements with its own customers that extend beyond the legally mandatory warranty claims. Furthermore, paragraph 6 applies accordingly to the scope of the customer's recourse claim against the supplier.

§ 10 Miscellaneous

1. This contract and all legal relations between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The place of performance and exclusive jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation (Note: The use of this clause is inadmissible if at least one of the parties is a company not registered in the commercial register).

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

Notes

Although the prohibitions on clauses listed in Sections 308 and 309 of the German Civil Code (BGB) do not apply to standard business terms and conditions (AGB) used with businesses as defined in Section 14 BGB, pursuant to Section 310 Paragraph 1 BGB, it cannot be automatically assumed that the use of clauses like those listed in Sections 308 and 309 BGB with businesses will generally withstand the content control provisions of Sections 305 et seq. BGB. According to Section 307 Paragraphs 1 and 2 No. 1 BGB, which also applies to the use of standard business terms and conditions with businesses, an unreasonable disadvantage to the contractual partner is to be assumed in cases of doubt if the clause is incompatible with essential principles of the statutory provision from which it deviates. According to case law, this leads to the fact that the clause prohibitions catalogues of §§ 308, 309 BGB also acquire indirect significance in commercial transactions via the interpretation of § 307 BGB.

The prohibitions on certain clauses in Section 308 of the German Civil Code (BGB) are generally applicable to sales between businesses because their scope for interpretation takes into account the specific characteristics of commercial transactions. In contrast, such a blanket solution is not possible with the prohibitions in Section 309 of the BGB; however, a violation of Section 309 is also an indication of the clause's invalidity in sales between businesses. In such cases, it is advisable to have the terms and conditions reviewed by a legal professional before using them.

Transparency requirement

This principle means that a clause in standard terms and conditions is, in case of doubt, also unreasonably disadvantageous if it is not clear and understandable. This principle means that non-transparent clauses are to be considered invalid per se, without the need for any additional substantive unfair disadvantage to the other party. Furthermore, this also means that the transparency requirement applies to price provisions and clauses describing services, which are generally exempt from content control.

Warranty periods

The warranty period for purchase and work contracts is 2 years.

Obligation to report defects

For non-obvious defects, the notification period for defects may not be shorter than one year in the terms and conditions. The period begins on the statutory commencement date of the limitation period.

Reimbursement of expenses for subsequent performance

According to § 439 para. 2 of the German Civil Code (BGB), the seller must bear the expenses necessary for subsequent performance (e.g., transport, travel, labor, and material costs). This obligation cannot be excluded by general terms and conditions.

Limitation to subsequent performance

In the case of a defective item, the buyer may, at their discretion, demand as subsequent performance either the rectification of the defect or the delivery of a defect-free item, or, if the necessary conditions are met, also damages. Only if subsequent performance fails, is impossible, or unreasonable can the buyer – as a secondary option – assert warranty rights: rescission of the contract or price reduction. Limitations solely to subsequent performance are ineffective if the other party to the contract is deprived of the right to a price reduction in the event of the subsequent performance failing.

Limitations of liability

Any exclusion or limitation of liability for damages resulting from injury to life, body or health, based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or agent of the user, is ineffective.

Amount of default interest

From the start of the default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the purchase agreement, either as buyer or seller, the interest rate is 5% above the base interest rate. For purchase agreements between businesses, the interest rate is increased to 8% above the base interest rate by the reform of the law of obligations.