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General Terms and Conditions of Sale

      I. Scope

1. These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers ("Buyers"). The General Terms and Conditions of Sale only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code (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 apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall also apply if the buyer refers to its general terms and conditions in the context of the order and we have not expressly objected to the general terms and conditions.

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 (Sections 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale shall apply in the version valid at the time of the buyer's order or in the version last communicated to the buyer in text form as a framework agreement for similar future contracts, without us as the seller having to refer to them again in each individual case (as a precaution, the General Terms and Conditions of Sale should be enclosed with the order confirmation in any case).

4. Individual agreements made with the buyer in individual cases (including collateral agreements, supplements and amendments) and information in our order confirmation 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.

5. Legally relevant declarations and notifications by the buyer regarding 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, email, fax). Further legal formal requirements and additional evidence (e.g. in case of doubt about the legitimacy of the declarant) remain unaffected.

6. Where reference is made to the validity of statutory provisions, it should be noted that these are for clarification purposes only. The statutory provisions apply   even if no corresponding clarification has been made   within the limits in which they are not amended or excluded by the General Terms and Conditions of Sale.

      II. Offer and conclusion of contract

1. Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards) and other product descriptions or documents (including in electronic form). We reserve ownership rights and copyrights to all documents provided to the buyer in connection with the order. These documents may not be made accessible to third parties unless we give the buyer our express written consent to do so.

2. The order of goods by the buyer is a non-binding contractual offer in accordance with Section 145 of the German Civil Code (BGB). Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.

3. The buyer's acceptance of the contract offer can be declared either in writing (e.g. by means of an order confirmation) or by delivery of the goods to the buyer. If we, as the seller, do not accept the buyer's offer within the period specified in Section II.2, any documents sent to the buyer must be returned to us immediately.

      III. Prices and payment agreements

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

2. In the case of a sale by delivery, the buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. In the event that we do not invoice the transport costs incurred in individual cases, we shall charge a flat-rate transport fee (excluding transport insurance). 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. Discounts are only permitted if specifically agreed in writing.

4. Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We shall 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 pursuant to Section 288 (2) of the German Civil Code (BGB) at a rate of nine percentage points above the respective base rate of the German Federal Financial Supervisory Authority ( ) (see Appendix 1). We reserve the right to assert further claims for damages caused by default. Our claim against merchants for commercial interest on arrears in accordance with Section 353 of the German Commercial Code (HGB) remains unaffected.

6. If, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is at risk due to the buyer's inability to pay (e.g. due to an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (Section 321 BGB). In the case of contracts in which the manufacture of non-fungible goods (custom-made products) is owed, we may declare our withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected in this respect.

      IV. Rights of retention

The buyer shall only be entitled to set-off or retention rights if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event of defects in the delivery, the buyer's counterrights, in particular in accordance with IX paragraph 6 sentence 2 of these General Terms and Conditions of Sale, shall remain unaffected.

      V. Delivery period and delay in delivery

1. The delivery period shall be agreed individually or specified by us upon acceptance of the order.

2. In the event that we are unable to meet contractually agreed delivery periods for reasons for which we are not responsible, we shall inform the buyer of this circumstance without delay and at the same time notify them of the expected or new delivery period. If a delayed delivery cannot be made within the newly announced delivery period due to the unavailability of the service, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the buyer (in the form of the purchase price payment). The service is deemed to be unavailable, for example, if our supplier has not delivered on time, if we have concluded a congruent covering transaction, if there are other disruptions in the supply chain (e.g. due to force majeure) or if we are not obliged to procure the goods in individual cases.

3. Whether a delay in delivery on our part as the seller exists is determined in accordance with the statutory provisions. However, a prerequisite for a delay in delivery on our part as the seller is a reminder from the buyer. In the event of a delay in delivery, the buyer may claim lump-sum compensation for the damage caused by the delay. The lump sum compensation 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 provide evidence that the buyer has not incurred any damage or has incurred less damage than the above lump sum.

4. The rights of the buyer in accordance with X. 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), remain unaffected.

      VI. Delivery, transfer of risk, acceptance, default of acceptance

1. Delivery shall be ex warehouse. The warehouse shall also be the place of performance for the delivery and the place for any subsequent performance. If the buyer wishes to have the goods shipped to another destination (sale by delivery), they shall bear the costs of shipping. If nothing has been agreed in the contract, we may determine the type of shipping (packaging, shipping route, transport company) ourselves.

2. Upon delivery of the goods to the buyer, the risk of accidental loss and accidental deterioration shall pass to the buyer. In the case of a sale by delivery to a place other than the place of performance, 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 of a contractual agreement to accept the goods, this shall be decisive for the transfer of risk. Further statutory provisions of the law on contracts for work and services remain unaffected. The handover or acceptance of the goods shall be deemed to have taken place if the buyer is in default of acceptance.

3. 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 be entitled to claim compensation from the plaintiff for the damage incurred, including additional expenses (e.g. storage costs). In this case, we shall charge the buyer a flat-rate compensation of EUR 5 per calendar day (starting with the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch). Our statutory claims (reimbursement of additional expenses, reasonable compensation, termination) and proof of higher damages remain unaffected.

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

VII. Retention of title

1. We retain title to the delivered goods until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

2. Until full payment of the secured claims has been made, the goods subject to retention of title may neither be pledged to third parties nor transferred as security. The buyer must notify us immediately in writing in the event that an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) access the goods belonging to us. 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 customer 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 simultaneously contain a declaration of withdrawal; rather, we shall be entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. In the event that the buyer fails to 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 if such a deadline is not dispensable under the statutory provisions.

4. Until revoked in accordance with VII. 4., the buyer is authorised 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 are subject to retention of title at their full value, whereby we are considered the manufacturer. In the event that the property rights of third parties remain in force in the event of combination, mixing or processing with their goods, 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 under retention of title. The buyer also assigns to us, for security purposes, any claims against third parties arising from the combination of the goods subject to retention of title with a piece of land. In this case, we accept the assignment.

b. The buyer hereby assigns to us, for security purposes, all claims against third parties arising from the resale of the goods or the product, either in full or in the amount of our possible co-ownership share in accordance with VII. 4., in the amount of the final invoice amount agreed with us (including value added tax). We accept the assignment. The obligations of the buyer listed in VII. 2. also apply with regard to the assigned claims.

c. The buyer remains authorised to collect the claim alongside us. As long as the buyer meets their payment obligations to us, there is no defect in the buyer's ability to pay and we do not assert our retention of title by exercising a right in accordance with VII. 3., we undertake not to collect the claim. If we assert a right in accordance with VII. 3., we may demand that the buyer disclose the assigned claims and their debtors, and that the buyer provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. In addition, we shall be entitled to revoke the purchaser's authority to resell and to process the goods subject to retention of title.

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

5. The customer 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 in the case of high-value goods). If maintenance and inspection work has to be carried out, the customer must do so in good time at his own expense.

VIII. Buyer's claims for defects

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

2. Agreements that we have made with buyers regarding the quality and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects within the scope of the warranty. An agreement on quality includes all product descriptions and manufacturer's specifications that are the subject of the individual contract or that were publicly announced by us (in particular in catalogues or on our website) at the time the contract was concluded. If no quality has been agreed, the provision of Section 434 (3) BGB shall be used to assess whether a defect exists. Against this background, it should be noted that public statements made by the manufacturer in advertising or on the label of the goods take precedence over statements made by other third parties.

3. For goods with digital elements or other digital content, it should be noted that we are only obliged to provide and update the digital content if this is expressly stated in a quality agreement in accordance with IX.2. We accept no liability for public statements made by the manufacturer or other third parties.

4. We shall not be liable for defects which the buyer is aware of at the time of conclusion of the contract in accordance with Section 442 of the German Civil Code (BGB) or is not aware of due to gross negligence.

5. The purchaser shall only be entitled to assert claims for defects if the purchaser has fulfilled its statutory obligations to inspect and notify (Sections 377, 381 HGB). If the goods are building materials or other goods intended for installation or further processing, an inspection must be carried out immediately prior to processing. We must be notified in writing without delay if a defect becomes apparent during delivery, inspection or at a later point in time. Obvious defects must be reported in writing within 12 working days of delivery and non-obvious defects within the same period of time from the date of discovery. In the event that the buyer fails to fulfil or neglects its obligation to properly inspect and/or report defects, we shall not be liable for defects that are not reported or are not reported in a timely or proper manner in accordance with the statutory provisions. If the goods were intended for installation, attachment or fitting, this shall also apply if the defect only became apparent after 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 claim compensation for the "installation and removal costs".

6. If the delivered goods are defective, we as the seller have the right to choose whether to remedy the defect (repair) or deliver a defect-free item (replacement delivery). If the type of remedy chosen by us is unreasonable for the buyer in individual cases, the buyer may refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. In addition, we are entitled to make the subsequent performance to be provided by us dependent on the buyer paying the purchase price due. However, the buyer has the right to retain a portion of the purchase price that is reasonable in relation to the defect.

7. The buyer must grant us the necessary time and opportunity to perform the subsequent performance. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. In the event that we deliver a replacement item that is free of defects, 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.

8. Unless we have contractually agreed to do so, subsequent performance shall not include the removal, dismantling or uninstallation of the defective item, nor the installation, fitting or assembly of a defect-free item. This shall not affect the buyer's claims for reimbursement of "installation and removal costs".

9. We shall reimburse the expenses necessary for inspection and subsequent performance (transport, labour and material costs as well as any removal and installation 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 as a result of an unjustified request to remedy a defect if the buyer knew or could have recognised that there was in fact no defect.

10. The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses incurred in doing so if there is an urgent case (e.g. in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately in the event of self-remedy. In the event that we are entitled to refuse subsequent performance in accordance with the statutory provisions, the buyer shall not be entitled to remedy the defect himself.

11. The buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is dispensable in accordance with the statutory provisions. However, in the event of a minor defect, the buyer shall not be entitled to withdraw from the contract.

12. Claims by the buyer for reimbursement of expenses in accordance with Section 445a (1) of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327u BGB).

13. Claims for damages or claims for reimbursement of futile expenses incurred by the buyer (Section 284 BGB) shall also exist in the event of a defect only in accordance with X. and XI.

      IX. Limitation period

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

2. In accordance with the statutory provision, the limitation period is 5 years from delivery (Section 438 (1) No. 2 BGB) in the event that the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material). This applies subject to further special statutory provisions on the limitation period (in particular Section 438 (1) No. 1, (3), Sections 444, 445b BGB).

3. The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period in accordance with Sections 195, 199 BGB would lead to a shorter limitation period in individual cases. Claims for damages by the buyer in accordance with XI.1 and XI.2 as well as those under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

      X. Other liability

1. Unless otherwise specified in these General Terms and Conditions of Sale, including the following provisions, we as the seller shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

2. Within the scope of fault-based liability, we shall be liable for damages, regardless of the legal basis, only in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. diligence in our own affairs; insignificant breach of duty), only:

a. for damages resulting from injury to life, limb or health

b. for damages resulting from the breach of an essential contractual obligation (obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner relies and may rely). However, our liability in this case is limited to compensation for foreseeable, typically occurring damage.

3. The limitations of liability resulting from XI.2 also apply to third parties and to breaches of duty by persons for whose fault we are responsible according to statutory provisions. If a defect has been fraudulently concealed and a guarantee has been given for the quality of the goods, the limitations of liability shall not apply. This also applies to claims by the buyer under the Product Liability Act.

4. The buyer may only withdraw from or terminate the contract due to a breach of duty that does not result from a defect if we, as the seller, are responsible for the breach of duty.

5. The buyer's right of termination (in particular in accordance with Sections 650, 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

      XI. 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 are governed by the law of the Federal Republic of Germany, excluding 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 place of business in Wadern / Germany 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 Section 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 a prior individual agreement or at the buyer's general place of jurisdiction. This does not affect any overriding statutory provisions (exclusive places of jurisdiction).