§ 1 Scope 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 will only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale 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, provided that they are legal transactions of a similar nature (as a precaution, the Terms and Conditions of Sale should always be attached to the order confirmation).

3. Individual agreements concluded with the buyer in individual cases (including ancillary agreements, supplements, and amendments) 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 prevail over the content of such agreements.

§ 2 Offer and conclusion of contract

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

§ 3 Documents provided

We reserve ownership and copyright to all documents provided to the customer in connection with the order – including electronic documents – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we grant 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 overleaf. Discounts are only permitted by special written agreement.

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

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

§ 5 Rights of retention

The purchaser 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

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

2. If the purchaser defaults on acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the resulting damages, including any additional expenses. Further claims remain reserved. Provided the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time the purchaser defaults on acceptance or payment.

3. In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a flat-rate compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.

4. 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 shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, 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 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 take back the purchased item if the customer acts in breach of contract.

2. The purchaser is obligated to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obligated to adequately insure it at his own expense against theft, fire, and water damage, covering the replacement value (note: only permitted for the sale of high-value goods). If maintenance and inspection work must be carried out, the purchaser must carry it 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 unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the purchaser is liable for any loss incurred by us.

3. The purchaser is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us any claims against the buyer arising 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 purchaser 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 purchaser meets 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 does not apply if an extended retention of title is not desired.]

4. The processing, treatment, or transformation of the purchased item by the customer is always carried out on our behalf 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 not belonging to us, we acquire co-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 occurs 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 co-ownership to us and safeguards the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us any claims that accrue to him against a third party through the combination of the reserved goods with real estate; we hereby accept this assignment.

5. We undertake to release the securities to which we are entitled at the request of the customer, provided that 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 purchaser’s warranty rights presuppose that the purchaser has properly fulfilled its 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 willful intent and gross negligence, as well as for injury to life, limb, or health resulting from an intentional or negligent breach of duty by the user, the statutory limitation period applies. (Note: For the sale of used goods, the warranty period can be completely excluded, with the exception of the claims for damages mentioned in sentence 2.)

To the extent that the law stipulates 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 return of the goods.

3. Should, despite all due care, the delivered goods exhibit a defect that already existed 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 provision without restriction.

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 shall not apply in the event of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage occurring 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 not assumed under the contract. If the customer or third parties carry out improper repairs or modifications, these and the resulting consequences shall also not be subject to claims for defects.

6. Claims by the Purchaser for expenses required 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 transported to a location other than the Purchaser's branch, unless the transport corresponds to their intended use.

7. The purchaser's recourse claims against us shall only exist to the extent that the purchaser has not entered into any agreements with its customer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the purchaser's recourse claim against the supplier.

§ 10 Miscellaneous

1. This contract and the entire legal relationship between the parties shall be governed by the laws 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 shall be our registered office, unless otherwise stated in the order confirmation (Note: The use of this clause is not permitted 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 clause prohibitions in the catalogue of provisions of Sections 308 and 309 of the German Civil Code (BGB) do not apply to general terms and conditions used with businesses within the meaning of Section 14 of the BGB, pursuant to Section 310 (1) BGB, it cannot be automatically assumed that the use of clauses such as those listed in Sections 308 and 309 of the BGB with businesses generally withstands the content review of Sections 305 et seq. of the BGB. According to Section 307 (1) and (2) No. 1 BGB, which also applies to the use of general 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 the essential principles of the statutory provision from which it deviates. According to case law, this leads to the catalogue of clause prohibitions in Sections 308 and 309 of the German Civil Code (BGB) also gaining indirect significance in commercial transactions through the interpretation of Section 307 of the BGB.

The clause prohibitions of Section 308 of the German Civil Code (BGB) are generally applicable to sales between businesses because their scope of assessment takes commercial specifics into account. However, such a blanket solution is not possible with the prohibitions of Section 309 of the BGB; however, a violation of Section 309 is also an indication of the invalidity of the clause in sales between businesses. In this case, it is advisable to have a legal expert conduct a case-by-case review before using the general terms and conditions.

Transparency requirement

This principle means that, in case of doubt, a clause in general terms and conditions is unreasonably disadvantageous even if it is not clear and understandable. This principle means that non-transparent clauses are to be considered invalid per se, without the addition of an unreasonable disadvantage to the contractual partner in terms of content. Furthermore, this also means that the transparency principle also applies to pricing provisions and clauses describing services, which are generally exempt from content review.

Warranty periods

For purchase and work contracts, the warranty period is 2 years.

Obligation to report defects

For non-obvious defects, the notice period for notification of defects may not be set in the general terms and conditions for less than one year. The period begins at the start of the statutory limitation period.

Reimbursement of expenses for subsequent performance

Pursuant to Section 439 (2) of the German Civil Code (BGB), the seller is obligated to bear the expenses necessary for subsequent performance (e.g., transport, travel, labor, and material costs). This obligation may not be excluded by general terms and conditions.

Limitation to subsequent performance

In the case of a defective item, the buyer may, at his or her discretion, demand the rectification of the defect or the delivery of a defect-free item, or, if the conditions are met, compensation for damages. Only if subsequent performance fails, is not possible, or is unreasonable, can the buyer – as a secondary option – assert warranty rights: withdrawal or reduction of the purchase price. Restrictions solely to subsequent performance are ineffective if the other contracting party is denied the right to reduction in price if subsequent performance fails.

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 vicarious agent of the user is ineffective.

Amount of default interest

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