GTC

§ 1 Scope of application & acceptance

1. All offers are made on the basis of the following terms of delivery and agreements and are deemed to be accepted for the duration of the entire business relationship by placing the order or alternatively accepting the delivery.
   
2. Our General Terms and Conditions (GTC) apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions.

§ 2 Offer & conclusion of contract

1. Our offers are always subject to change and non-binding, unless they contain declarations to the contrary. Orders shall only be deemed accepted if they have been confirmed by us in writing.
   
2. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

§ 3 Prices

1. Orders for which fixed prices have not been expressly agreed shall be invoiced at the prices valid on the day of delivery. Individual contractual, express and fixed price agreements remain unaffected.
   
2. If there is a significant change in the following price factors - material prices, wages and salaries, etc. - we reserve the right to negotiate a new price with the customer.

§ 4 Payment

1. Payments are to be made in EURO within 10 calendar days of the invoice date without deduction.
   
2. Upon expiry of the above payment period, the buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.
   
3. The withholding of payments or offsetting against any counterclaims of the purchaser is only permissible if the purchaser's counterclaims have been legally established or are not disputed by us. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular § 7 para. 7 sentence 2 of these GTC.
   
4. When accepting orders, we assume that the buyer is creditworthy. If reasons become known which give rise to the justified assumption that our claim is jeopardized due to the Buyer's inability to pay (e.g. due to the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). This shall not release the Buyer from its obligations arising from the parts of the contract already fulfilled by us. In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ 5 Shipment, freight, transfer of risk

1. Unless otherwise agreed, we are entitled to determine the type of delivery or shipment (in particular transportation modalities, shipping route and packaging) ourselves. We reserve the right to make insignificant excess or short deliveries up to a maximum of 10% of the quantity ordered.
   
2. The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. If, at the request of the buyer, the goods are to be shipped, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the buyer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. The buyer shall bear the shipping costs. If the buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance. The risk shall then pass to him upon receipt of the notification of readiness for shipment.

§ 6 Delivery, delivery time, delivery period, delay in delivery

1. The delivery time shall only be deemed to have been agreed as an approximation after it has been determined by individual agreement.
   
2. The delivery period shall commence on the day on which the order confirmation is sent and shall be deemed to have been met if the goods have left the factory by the end of the delivery period or, if the goods are ready for dispatch, notification has been given that the goods are ready for dispatch.
   
3. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the buyer of this immediately and at the same time notify the buyer of the expected, reasonably extended, new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid. A case of non-availability of the service in this sense is in particular the non-timely self-delivery by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in individual cases.
   
4. The occurrence of our delay in delivery shall be determined in accordance with the general provisions. In any case, however, a reminder from the buyer is required. If we are in default of delivery, the buyer may demand 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 not more than a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has not suffered any damage at all or only significantly less damage than the above lump sum.
   
5. The rights of the Buyer pursuant to § 9 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (impossibility, unreasonableness of performance and/or subsequent performance) shall remain unaffected.

§ 7 Warranty for material defects

1. 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), unless otherwise specified below.
   
2. The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions and manufacturer's specifications that are the subject of the individual contract or were made public by us (in particular catalog or Internet homepage) at the time of the conclusion of the contract shall be deemed to be an agreement on the quality. Insofar as the quality has not been agreed, it shall be assessed in accordance with statutory regulations whether a defect exists or not (§ 434 para. 1 sentences 2 and 3 BGB).
   
3. If the delivery item is defective or lacks warranted characteristics, we reserve the right to choose subsequent performance by remedying the defect (rectification) or delivery of a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
   
   In principle, we shall not be liable for defects of which the Buyer is aware or is grossly negligent in not being aware upon conclusion of the contract (§ 442 BGB). Furthermore, the buyer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. The discovery of a defect must be reported to us immediately in writing - in the case of recognizable defects at the latest within 10 days of receipt, in the case of non-recognizable defects immediately after they become apparent.
   
4. We shall be liable for replacement deliveries and rectification work to the same extent as for the original delivery item.
   
5. Notwithstanding § 438 I para. 1 no. 3 BGB, the warranty period ends one year after the goods have been delivered. If acceptance has been agreed, the limitation period shall commence upon acceptance. The warranty period begins anew for replacement deliveries. Further special statutory provisions on the limitation period shall remain unaffected.
   
6. If the supplementary performance has failed or a reasonable deadline to be set by the buyer for the supplementary performance has expired or is dispensable according to the statutory provisions, the buyer shall be entitled to withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
   
7. We are entitled to refuse the subsequent performance owed if the buyer does not pay the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.
   
8. Defects in part of the goods do not entitle the buyer to complain about the entire goods.
   
9. Goods may only be returned with our consent.

§ 8 Retention of title

1. The delivered goods shall remain our property until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship.
   
2. In the event of breach of contract by the buyer, in particular 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 at the same time include a declaration of withdrawal; rather, we are entitled to merely demand the return of the goods and reserve the right to withdraw from the contract; however, this does not apply in business transactions with a consumer (§ 13 BGB). If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
   
3. The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claim. The purchaser must inform us immediately in writing of any access by third parties (e.g. enforcement measures) to the goods belonging to us or in the event that an application for the opening of insolvency proceedings has been made, handing over the documents necessary for an intervention.
   
4. The Buyer shall be authorized to resell and/or process the goods subject to retention of title in the normal course of business (ordinary course of business) until revoked by us in accordance with (c) below. In this case, the following provisions shall apply in addition.

1. In the event of any processing, mixing or combining of the goods subject to retention of title, the retention of title shall extend to the full value of the resulting products, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods subject to retention of title.
   
2. The purchaser hereby assigns to us by way of security the claim of the purchaser against third parties arising from the resale of the goods subject to retention of title in total or in the amount of our possible co-ownership - in accordance with the above paragraph. We accept this assignment. The obligations of the buyer mentioned in paragraph 3 shall also apply in consideration of the assigned claim.
   
3. The Buyer shall remain entitled to collect the claim in addition to us. This shall apply as long as the Buyer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with para. 2. If this is the case, however, we can demand that the buyer informs us of the assigned claim and its debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. We are also entitled to revoke the buyer's authorization to resell and process the goods subject to retention of title.
   
4. We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the request of the purchaser to the extent that the value exceeds the claims to be secured by 10%.

1. The inclusion of individual claims in a current account as well as the drawing of a balance and its recognition shall not affect the retention of title.

§ 9 Liability

1. Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
   
2. We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (care in our own affairs; insignificant breaches of duty)

1. for damages resulting from injury to life, body or health,
2. for damages arising from the breach of an essential contractual obligation (cardinal obligation) (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies or may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
   
3. The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed, or for claims of the buyer under the Product Liability Act.

§ 10 Place of performance, place of jurisdiction, applicable law

1. The place of fulfillment is the location of our company headquarters.
   
2. For all disputes arising directly or indirectly from the contractual relationship with a buyer who is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction is the court responsible for our registered office. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, we reserve the right to take legal action at the place of fulfillment of an individual agreement that takes precedence over these General Terms and Conditions, as well as at the general place of jurisdiction of the buyer.
   
   Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
   
3. The law of the Federal Republic of Germany shall apply to these GTC. The application of the uniform sales laws, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.
   
4. All disputes arising from this contract or concerning its validity shall be finally settled by a court of arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, to the exclusion of recourse to the ordinary courts of law.

Status as of 16.09.2021