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§ 1 - General - Scope of application

Our Terms and Conditions of Sale shall apply exclusively; we do not recognise 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 of terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale.
All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
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

If the order is to be qualified as an offer according to § 145 BGB, we can accept this within 2 weeks.
We reserve the property rights and copyrights to illustrations, drawings, calculations, samples, cost estimates and other documents or information of a tangible or intangible nature - including in electronic form. The customer requires our express written consent before passing them on to third parties.

§ 3 - Payments - Terms of payment - Default of payment

Unless otherwise agreed, prices are ex works, but excluding packaging. This shall be invoiced separately. Value added tax at the respective statutory rate shall be added to the prices.
In the absence of a special agreement, payment shall be made to us without any deduction à account, immediately in the amount of a down payment of 50% after conclusion of the contract.
In the absence of a special agreement, payment of the remaining full contract price must be made to us immediately after receipt of the invoice.
The deduction of a discount requires a special written agreement.
The customer shall only be entitled to withhold payments to the extent that his counterclaims are undisputed or have been legally established.
The customer shall only be entitled to offset counterclaims arising from this or other legal relationships to the extent that they are undisputed or have been legally established.
The customer shall be in default of payment with regard to the outstanding contract price insofar as he does not pay the contractual item (our performance) within 10 days after notification that our performance is ready for collection against tender of the transfer of ownership ex works step by step against payment, § 286 para. 2 no. 2 BGB.
The occurrence of default in accordance with other statutory provisions remains unaffected by this.

§ 4 - Delivery time

The delivery time is determined by the agreements between the contracting parties. Our compliance with the delivery time is subject to the condition that all commercial and technical questions between the contracting parties have been clarified and the customer has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals or the payment of down payments. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if we are responsible for the delay.
Compliance with the delivery time is subject to correct and timely delivery to us. We will inform you of any delays as soon as possible.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further

Claims or rights are reserved.

If the requirements of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the contractual goods shall pass to the customer at the time at which the customer is in default of acceptance or payment.
If non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond our control, the delivery time shall be extended accordingly. We shall inform the customer of the beginning and end of such circumstances as soon as possible.
The customer may withdraw from the contract without setting a deadline if the entire performance becomes definitively impossible for us before the transfer of risk. The customer may also withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the customer has a justified interest in the delivery being delayed.

rejection of the partial delivery. If this is not the case, the customer shall be entitled to the

the contractual price attributable to the partial delivery. If the impossibility or the

If the customer is unable to perform during the delay in acceptance or if the customer is solely or predominantly responsible for the circumstances justifying the impossibility or inability, he shall remain obliged to provide consideration.

If the customer sets us a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and if the deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. At our request, he undertakes to declare within a reasonable period of time whether he will exercise his right of withdrawal.

§ 5 - Transfer of risk - Packaging costs

Unless otherwise stated in the contract, delivery "ex works" is agreed.
The customer must return unpaid packaging materials at his own expense or return them to the factory.
If the customer so desires, we shall cover a delivery, which in the absence of an agreement to the contrary is always made at the expense and risk of the customer, by transport insurance; the additional costs incurred in this respect shall be borne by the customer.

§ 6 - Liability for defects

Claims for defects on the part of the customer presuppose that the customer has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
Claims for defects do not exist in the case of only insignificant deviation from the agreed quality or only insignificant impairment of usability.
Within the scope of subsequent performance, we shall not be obliged to provide the services again or to re-manufacture the contractual item.
The customer's request for rectification must be made in writing.
In the event of a justified complaint within the time limit, the goods shall be returned to our works by the customer free of charge and shall, at our discretion, be repaired free of charge or replaced by faultless goods. This also applies to vehicles (self-propelled), trailers and containers.
We shall be granted a period of at least 3 weeks for subsequent performance.
If the rectification fails, the customer shall be entitled to reduce the price or withdraw from the contract at his discretion. If the service is to be rectified, the rectification shall be deemed to have failed at the earliest after the second unsuccessful attempt. The customer's right to demand compensation in accordance with these terms and conditions remains unaffected.
If the customer does not bring the contractual item to be repaired to our works, the customer shall bear the additional expenses incurred as a result.
Without prejudice to further claims on our part, in the event of an unjustified notice of defect, the customer shall reimburse us for the expenses incurred in inspecting and - insofar as requested - rectifying the defect.
We shall be liable in accordance with the statutory provisions if the customer

claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our legal representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.

We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; however, even in this case, the

liability for damages is limited to the foreseeable, typically occurring damage.

Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
The customer's claims for defects shall become time-barred one year after delivery of the object of purchase to the customer. Excluded from this are claims for damages due to injury to life, body or health and claims for damages due to damage caused by us, our legal representatives or vicarious agents through gross negligence or intent. In this respect, the statutory limitation periods shall apply.

§ 7 - Joint and several liability

Any liability for damages beyond that provided for in § 6 is excluded, irrespective of the legal nature of the claim asserted.

This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage pursuant to Section 823 BGB.

The limitation according to paragraph (1) shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 - Retention of title

We reserve title to the purchased item until all payments arising from the contract have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. In the

If we take back the purchased item, this shall constitute a withdrawal from the contract. After taking back the object of sale, we shall be authorized to sell it; the proceeds from the sale shall be set off against the customer's liabilities, less reasonable selling costs.

The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it at his own expense against fire, water damage and theft at replacement value until the complete transfer of ownership. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as 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.
The customer shall be entitled to resell the purchased 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. 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 may 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.
The customer also assigns to us the claims to secure our claims against him which arise against a third party as a result of the connection of the object of sale with a plot of land.
We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10% on a more than temporary basis; we shall be responsible for selecting the securities to be released.

§ 9 - Place of jurisdiction - Place of performance

The place of jurisdiction is our registered office in Merenberg; however, we are also entitled to sue the customer at the court of his place of residence.
The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply.
Unless otherwise stated in the order confirmation, our registered office in Merenberg shall be the place of performance.

Status 09/2024