I. General information

1. our terms and conditions of sale apply exclusively to all contracts, deliveries and services. Deviations apply only to individual cases and require our written confirmation. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer in the knowledge of deviating terms and conditions of the customer. Our Terms and Conditions of Sale shall also apply to all future transactions with the customer.

2. our terms and conditions of sale shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB.

II Offer and order acceptance

1 Our offers are subject to change.

2. the illustrations, brochures, lists, advertising material, drawings etc. relating to our goods and the data and technical characteristics contained therein are only approximate unless they are expressly designated by us as binding. We reserve the right to make changes to the construction and design.

3. a delivery contract is concluded with our acceptance of the order or by executing the delivery.

III Prices

The prices stated in our price lists, offers and order confirmations are current prices. Our prices are ex works or ex warehouse. The statutory sales tax is not included in the price. The customer shall be liable for any import sales tax incurred.

IV. Delivery, transfer of risk

1. delivery and dispatch shall be ex works or ex warehouse at the customer’s risk, even if carriage paid delivery has been agreed. The risk shall pass to the customer upon loading or, if collection has been agreed, upon provision.

2. we are entitled to make partial deliveries.

3. if we have guaranteed a delivery date or a delivery period and/or if we are in default with the delivery, the customer must set us a reasonable grace period in writing with a threat of refusal. If this grace period expires without result, the customer shall be entitled to withdraw from the contract in respect of those quantities that have not been reported as ready for dispatch by the expiry of the grace period.

4. in the case of custom-made products, excess deliveries or short deliveries of up to 10% cannot be objected to.

V. Complaints, warranty, liability

1. obvious deviations in quantity from the contents of the shipping documents shall only be recognized if they have been confirmed in writing by the carrier or its personnel. Obvious defects must be reported to us in writing within one week of receipt of the goods at the latest. In all other respects, the customer shall be obliged to inspect the goods and give notice of defects in accordance with §§ Sections 377, 378 HGB must be observed.

2. in the event of justified complaints, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery. If we are unable to remedy the defect or provide a replacement delivery within a reasonable period of time or if the remedy of the defect or replacement delivery fails, the customer shall be entitled to withdraw from the contract or demand a reduction in the purchase price at his discretion.

3. if the customer chooses to withdraw from the contract after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect.

4. if the customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with him if this is reasonable for him. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have maliciously caused the breach of contract.

5. claims for damages due to a defect are excluded insofar as we are only responsible for a slightly negligent breach of insignificant contractual obligations. Otherwise, our liability for slightly negligent breaches of duty shall be limited to the foreseeable, contract-typical, direct average damage according to the type of goods. These limitations of liability also apply to slightly negligent breaches of duty by our representatives or vicarious agents. They shall not apply in the event of injury to life, limb or health attributable to us.

6 The limitation period is 1 year from the transfer of risk.

7. goods offered by us as special items are delivered under exclusion of any warranty. Rectification, subsequent delivery, withdrawal, reduction or claims for damages are excluded.

8. the limitation of liability pursuant to paragraph 5 shall also extend to all claims for damages outside the liability for defects, irrespective of the legal nature of the claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage.

9. to the extent that 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.

VI Payment, exclusion of set-off and defense, consequences of default

1. unless otherwise stated in the order confirmation, our invoices are due for payment within 30 days of the invoice date. The statutory regulations regarding the consequences of default in payment shall apply.

2. the deduction of discounts requires a special written agreement.

3. payment by bill of exchange must be agreed separately. Discount charges and bank charges are to be reimbursed to us net by the customer immediately.

4. the customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer is only authorized to exercise a right of retention or right to refuse performance to the extent that his counterclaim is based on the same contractual relationship.

5. if the customer is in arrears with the payment of a due invoice in whole or in part or if we become aware of circumstances which make our claim against the customer appear to be at risk, we shall be entitled to make any further delivery dependent on advance payment or security of the purchase price. In this case, all outstanding invoices shall become due immediately and we shall be entitled to prohibit the customer from reselling the goods delivered by us and to take possession of or secure the goods still in the customer’s possession. The customer is obliged to provide us with information about the stock of our goods still at his disposal and to allow us to inspect his warehouse. Our taking back the goods does not constitute a withdrawal from the contract. After taking back the goods, we are authorized to sell them on the open market. The realization proceeds less reasonable realization costs shall be offset against the customer’s liabilities.

VII Retention of title

1. we reserve title to the goods delivered by us until all claims to which we are entitled against the customer arising from the business relationship, including claims arising in the future, have been settled. This also applies if individual or all claims have been included in a current invoice and the balance has been drawn and recognized. If bills of exchange or checks are accepted, the fulfillment effect only occurs when they are honored.

2. the customer shall only be entitled to resell the reserved goods in the ordinary course of business against assignment of all claims accruing to him from the resale against his customers or against third parties. The customer hereby assigns to us in full the claims arising from the resale. The customer is authorized to collect claims assigned to us until revoked. This shall not affect our right to collect the claims ourselves, but we undertake not to collect the claims as long as the customer duly fulfills his payment and other obligations. We have the right to 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 of the assignment.

3. the customer shall undertake any treatment or processing of the reserved goods on our behalf without any obligations arising for us. If the goods subject to retention of title are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed goods.

The customer is entitled to the goods at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of the new item, we agree with the customer that the customer shall grant us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall store them for us free of charge.

4. the customer must inform us immediately in writing of any seizures or other interventions by third parties in the reserved goods.

5. the customer is obliged to insure the reserved goods adequately against fire, water damage and theft at his own expense.

6. 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%; we shall be responsible for selecting the securities to be released.

VIII Returns

Returns will only be accepted if they are notified in writing in advance and a delivery bill is enclosed. Returns must always be sent carriage paid. In the case of justified returns, a credit note can only be issued for la goods.

IX. Place of performance, place of jurisdiction, choice of law

1. place of performance and jurisdiction is our registered office.

2. the contractual relationship with the customer shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is also excluded if the customer is domiciled abroad.

X. Final provisions

Should individual provisions of these Terms and Conditions of Sale be or become invalid in whole or in part or should there be a loophole, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced or the gap filled by an appropriate provision that comes as close as possible to what the parties intended or would have intended if they had considered the point.