§ 1 Scope of Application, Form

1. These General Terms and Conditions of Sale (“GTCS”) apply to all our business relationships with our customers (“Buyer”). The GTCS apply only if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.
2. The GTCS apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer’s order or, in any event, in the version last communicated to the Buyer in text form shall also apply as a framework agreement to similar future contracts, without the need for renewed reference in each individual case.
3. These GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall become part of the contract only if and to the extent that we have expressly agreed to their applicability. This requirement of consent applies in all cases, for example even if the Buyer refers to its own general terms and conditions in the order and we do not expressly object thereto.
4. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information contained in our order confirmation shall take precedence over these GTCS. Commercial clauses shall, in case of doubt, be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC), Paris, in the version valid at the time of conclusion of the contract.
5. Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notice of defects, withdrawal or price reduction) must be made in writing. Written form within the meaning of these GTCS includes written and text form (e.g. letter, email, telefax). Statutory form requirements and further evidentiary requirements, in particular in cases of doubt regarding the authority of the declarant, remain unaffected.
6. References to statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly amended or expressly excluded in these GTCS.

§ 2 Conclusion of Contract

1. Our offers are subject to change and non‑binding. This also applies if we provide the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions or documents – including in electronic form – over which we reserve title and copyright.
2. The Buyer’s order of the Goods constitutes a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this offer within fourteen (14) days of its receipt by us.
3. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the Goods to the Buyer.

§ 3 Delivery Period and Delay in Delivery

1. The delivery period shall be agreed individually or specified by us upon acceptance of the order.
2. If we are unable to meet binding delivery deadlines for reasons beyond our control (non‑availability of performance), we shall inform the Buyer thereof without undue delay and at the same time indicate the expected new delivery period. If performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already paid by the Buyer shall be refunded without undue delay. Non‑availability of performance within this meaning shall include, in particular, failure of timely self‑supply by our supplier, provided that we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or we are not obliged to procure the Goods in the individual case.
3. Our default in delivery shall be determined in accordance with statutory provisions. In any event, a reminder from the Buyer is required. If we are in default, the Buyer may demand lump‑sum compensation for delay damages. The lump‑sum compensation shall amount to 0.5% of the net price (delivery value) per completed calendar week of delay, but not more than a total of 5% of the delivery value of the delayed Goods. We reserve the right to prove that the Buyer has incurred no damage or significantly less damage than the above lump sum.
4. The Buyer’s rights pursuant to § 8 of these GTCS and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

1. Delivery shall be made ex works, which shall also be the place of performance for delivery and any subsequent performance. At the Buyer’s request and expense, the Goods shall be dispatched to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the method of dispatch (in particular carrier, shipping route, and packaging).
2. The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer no later than upon handover. In the case of sale by dispatch, however, the risk of accidental loss and deterioration as well as the risk of delay shall pass upon delivery of the Goods to the forwarding agent, carrier, or other person or institution designated to carry out the shipment. If acceptance is agreed, acceptance shall be decisive for the transfer of risk. Otherwise, statutory provisions of German contract for work and services law shall apply mutatis mutandis. Handover or acceptance shall be deemed to have occurred if the Buyer is in default of acceptance.
3. If the Buyer is in default of acceptance, fails to cooperate, or if delivery is delayed for other reasons attributable to the Buyer, we shall be entitled to claim compensation for the resulting damage, including additional expenses (e.g. storage costs). For this purpose, we shall charge a lump‑sum compensation of EUR 2,500.00 per calendar day, commencing with the delivery deadline or – in the absence thereof – with notification of readiness for dispatch.

The right to prove higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be offset against further monetary claims. The Buyer may prove that no damage or significantly less damage has been incurred.

§ 5 Prices and Payment Terms

1. Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex works, plus statutory value‑added tax.
2. In the case of sale by dispatch (§ 4 para. 1), the Buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.
3. The purchase price shall be due and payable within fourteen (14) days from invoicing and delivery or acceptance of the Goods. However, we are entitled at any time, even within an ongoing business relationship, to perform deliveries in whole or in part only against advance payment. Such reservation shall be declared at the latest upon order confirmation.
4. Upon expiry of the above payment period, the Buyer shall be in default. During default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to claim further damages for default. Our claim to commercial maturity interest pursuant to Section 353 HGB remains unaffected vis‑à‑vis merchants.
5. The Buyer shall be entitled to rights of set‑off or retention only if the counterclaim has been finally adjudicated or is undisputed. In the event of defects, the Buyer’s counter‑rights, in particular pursuant to § 7 para. 6 sentence 2 of these GTCS, remain unaffected.
6. If, after conclusion of the contract, it becomes apparent (e.g. through the filing of an application for insolvency proceedings) that our claim to the purchase price is endangered by the Buyer’s lack of ability to perform, we shall be entitled, in accordance with statutory provisions, to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB). In contracts for the manufacture of non‑fungible goods (custom‑made products), we may declare withdrawal immediately; statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 6 Retention of Title

1. We retain title to the sold Goods until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
2. Goods subject to retention of title may neither be pledged nor transferred by way of security to third parties before full payment of the secured claims. The Buyer shall notify us in writing without undue delay if an application for insolvency proceedings is filed or if third parties gain access to the Goods belonging to us (e.g. seizure).
3. In the event of breach of contract by the Buyer, in particular non‑payment of the due purchase price, we shall be entitled in accordance with statutory provisions to withdraw from the contract and/or reclaim the Goods based on the retention of title. The demand for surrender does not constitute a declaration of withdrawal; rather, we may merely reclaim the Goods and reserve the right to withdraw. These rights may be exercised only if we have unsuccessfully set the Buyer a reasonable deadline for payment or if such deadline is dispensable under statutory provisions.
4. Subject to revocation pursuant to subsection (c) below, the Buyer is authorized to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply:

a) The retention of title extends to the full value of products resulting from processing, mixing or combining our Goods, whereby we shall be deemed the manufacturer. If ownership rights of third parties remain, we shall acquire co‑ownership in proportion to the invoice values of the processed Goods.

b) The Buyer hereby assigns to us, by way of security, all claims arising from resale, in full or in the amount of our co‑ownership share. We accept the assignment.

c) The Buyer remains authorized to collect the assigned claims as long as it meets its payment obligations, no deficiency in its ability to perform exists, and we do not assert the retention of title. Otherwise, we may revoke authorization and require disclosure and notification of the assignment.

d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer’s request.

§ 7 Buyer’s Claims for Defects

1. The Buyer’s rights in the event of material and legal defects (including incorrect or short delivery, improper assembly/installation, or defective instructions) shall be governed by statutory provisions, unless otherwise provided below. Statutory special provisions on reimbursement of expenses upon final delivery of newly manufactured Goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 para. 5, 327u BGB) remain unaffected in all cases, unless an equivalent compensation has been agreed, e.g. within the scope of a quality assurance agreement.
2. The basis of our liability for defects is, in particular, the agreement reached regarding the quality and intended use of the Goods (including accessories and instructions). All product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly disclosed by us at the time of conclusion of the contract (in particular in catalogues or on our website) shall be deemed to constitute an agreement on quality within this meaning. If quality has not been agreed, the existence of a defect shall be assessed in accordance with statutory provisions (Section 434 para. 3 BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the product label, shall take precedence over statements made by other third parties.
3. In the case of Goods with digital elements or other digital content, we shall owe provision and, if applicable, updating of the digital content only insofar as this expressly results from an agreement on quality pursuant to paragraph 2. We assume no liability in this respect for public statements made by the manufacturer or other third parties.
4. We shall generally not be liable for defects known to the Buyer at the time of conclusion of the contract or defects which the Buyer was grossly negligent in not knowing (Section 442 BGB). Furthermore, the Buyer’s defect claims require that it has complied with its statutory obligations to inspect and give notice of defects (Sections 377, 381 HGB). In the case of Goods intended for installation or other further processing, inspection shall in any event be carried out immediately prior to processing. If a defect becomes apparent upon delivery, inspection, or at any later point in time, we must be notified thereof in writing without undue delay. In any event, obvious defects must be reported in writing within five (5) working days after delivery, and defects not recognizable during inspection within the same period after discovery. If the Buyer fails to duly inspect and/or notify defects, our liability for defects not, not timely, or not properly notified shall be excluded in accordance with statutory provisions. In the case of Goods intended for installation, attachment, or installation, this shall also apply if the defect becomes apparent only after such processing due to a breach of one of these obligations; in such case, in particular, no claims shall exist for reimbursement of corresponding costs (“removal and installation costs”).
5. If the delivered Goods are defective, we shall initially be entitled to choose whether to provide subsequent performance by remedying the defect (repair) or by delivering defect‑free Goods (replacement delivery). If the form of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may reject it. Our right to refuse subsequent performance under statutory conditions remains unaffected.
6. We are entitled to make subsequent performance conditional upon the Buyer having paid the due purchase price. The Buyer is, however, entitled to withhold a portion of the purchase price that is proportionate to the defect.
7. The Buyer shall grant us the time and opportunity required for subsequent performance, in particular by handing over the defective Goods for inspection purposes. In the event of replacement delivery, the Buyer shall return the defective Goods to us upon request in accordance with statutory provisions; however, the Buyer shall not have a right of return. Subsequent performance shall not include removal, dismantling, or deinstallation of the defective Goods nor installation, attachment, or installation of defect‑free Goods if we were not originally obliged to perform such services; the Buyer’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.
8. The expenses required for inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, shall be borne or reimbursed by us in accordance with statutory provisions and these GTCS if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for costs incurred due to an unjustified request for defect remedy if the Buyer knew or negligently did not know that no defect existed.
9. In urgent cases, e.g. where operational safety is at risk or to avert disproportionate damage, the Buyer has the right to remedy the defect itself and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified without undue delay, if possible in advance, of such self‑remedy. The right of self‑remedy shall not exist if we would have been entitled to refuse corresponding subsequent performance under statutory provisions.
10. If an appropriate deadline set by the Buyer for subsequent performance has expired without success or is dispensable under statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. In the case of an insignificant defect, however, no right of withdrawal shall exist.
11. Claims of the Buyer for damages or reimbursement of futile expenses shall exist only in accordance with § 8 of these GTCS and shall otherwise be excluded.

§ 8 Supplier Recourse

1. Our statutory reimbursement and recourse claims within a supply chain (Sections 478, 445a, 445b or Sections 445c, 327 para. 5, 327u BGB) shall apply without restriction in addition to defect claims.
2. Prior to acknowledging or fulfilling defect claims asserted by our customer, we shall notify the Seller and request a written statement. If no substantiated reply is received within a reasonable period, the fulfilled claim shall be deemed owed.
3. Supplier recourse applies even if the defective Goods have been processed or integrated into other products.

§ 9 Product Liability

1. If the Seller is responsible for a product defect, it shall indemnify us against third‑party claims to the extent the cause lies within its sphere of control and organization.
2. The Seller shall reimburse expenses pursuant to Sections 683, 670 BGB arising in connection with recall measures. Further statutory claims remain unaffected.
3. The Seller shall maintain product liability insurance with minimum coverage of EUR 10 million per personal/property damage claim.

§ 10 Limitation Period

1. Claims shall be subject to statutory limitation periods unless otherwise provided below.
2. Deviating from Section 438 para. 1 no. 3 BGB, the limitation period for defect claims shall be three (3) years from transfer of risk or acceptance.
3. Sales‑law limitation periods apply to all contractual defect claims; non‑contractual claims follow statutory limitation periods unless longer periods apply.

§ 11 Choice of Law and Jurisdiction

1. These GTCP and the contractual relationship shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Exclusive jurisdiction – also international – shall be our registered place of business in 55270 Klein‑Winternheim, Germany, unless mandatory law provides otherwise.