(1) All our deliveries, services, and offers are made exclusively on the basis of these terms and conditions, even if this is not expressly mentioned during negotiations. We do not recognize any conflicting terms and conditions, even if we do not expressly object to them or if we refer to letters from the contractual partner in which reference is made to their terms and conditions.

Our General Terms and Conditions apply to all contracts with entrepreneurs, legal entities under public law, and special funds under public law, including all future business relationships, even if they are not expressly agreed again. Our General Terms and Conditions are deemed to be accepted at the latest upon acceptance of the goods.

(2) Any terms and conditions of the customer that conflict with or deviate from our terms and conditions shall only apply if we have expressly agreed to their application in writing.

(1) Our sales staff are not authorized to make verbal side agreements or assurances that go beyond the content of the written contract. All agreements in this contract are set out in the written contract documents. There are no verbal side agreements.

(2) Delivery times are approximate and non-binding, unless their binding nature has been expressly agreed. Information about the delivery item (e.g., technical data, tolerances, dimensions, weights, etc.) and its presentation are mere descriptions and identifications that are only binding if we expressly confirm this. We reserve the right to make technical and design changes to the delivery items in line with standard practice, provided that these do not unreasonably affect the customer and do not impair the usability of the purchased item.

(3) Our offers are subject to change until the contract is concluded.

(4) We reserve ownership and copyrights to design drawings, samples, cost estimates, and similar company items of a physical or non-physical nature. They must always be treated as strictly confidential. They may not be made accessible to third parties without our consent. In the event of a breach of these obligations, the customer shall be fully liable to us in accordance with the statutory provisions. Reference advertising using our name and similar is only permitted with prior consent.

(1) Our prices are ex works, excluding loading and packaging, which will be invoiced separately. Unloading and storage are the responsibility of the customer. Statutory value added tax on the date of invoicing will be added to the prices. Unless otherwise agreed, the costs of any agreed transport or similar insurance shall be borne by the customer.

(2) In the case of partial deliveries, each delivery may be invoiced separately.

(3) If changes in the price basis occur on a delivery date that is four months after the conclusion of the contract (e.g., price increases for raw materials, materials, wages, transport, or storage costs), we reserve the right to adjust prices accordingly after informing the customer. The price increase can only be claimed by us within two months of the aforementioned price increases occurring. The individual cost elements and their increase must be weighted appropriately when forming the new price. If individual cost elements increase while others decrease, this must also be taken into account when forming the new price.

(4) If no prices have been agreed upon at the time of conclusion of the contract, our prices valid on the day of delivery shall apply.

(1) Unless otherwise stated in the order confirmation (or, alternatively, the invoice), the price (without deduction) is due for payment within 10 days of the invoice date.

(2) If the customer defaults on payment, we shall be entitled to charge default interest at a rate of 9 percentage points above the base rate. We may at any time prove and charge higher interest damages. In the event of default in payment, we shall also be entitled to revoke any agreed discounts, rebates, and other benefits. We are entitled to make further deliveries only against advance payment.

(3) Failure to comply with the terms of payment, default, or circumstances that are likely to reduce the creditworthiness of the customer shall result in all our claims becoming due immediately.

(4) The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are ready for decision, have been recognized by us, or are undisputed.

(5) The customer shall be entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship or the counterclaim has been recognized, legally established, or is ready for decision.

(6) We are not obliged to accept bills of exchange and checks. Credits in this regard are always subject to redemption (on account of payment, not in lieu of performance); they are made with a value date on the day on which we can dispose of the equivalent value. Bills of exchange shall be credited against the discount charged to us on transfer, stamp duty and bank charges, and collection fees, if applicable.

(7) Further contractual or statutory claims in the event of default remain reserved.

(1) The delivery period shall commence upon dispatch of the order confirmation, but not before the customer has provided the necessary documents, approvals, and releases, and not before receipt of an agreed down payment and clarification of all technical questions.

(2) The delivery period shall be deemed to have been met if, by the end of the delivery period, the delivery item has left the factory or notification has been given that it is ready for shipment.

(3) In the event of unforeseen obstacles beyond our control which we were unable to avert despite exercising reasonable care under the circumstances of the case – regardless of whether they occur at our premises or at those of a subcontractor – such as force majeure (e.g. war, fire, and natural disasters), delays in the delivery of essential raw materials, etc. – we shall be entitled to extend the delivery period by the duration of the obstacle. We shall be entitled to the same rights in the event of strikes or lockouts at our premises or those of our suppliers. We shall notify the customer of such circumstances without delay and immediately reimburse any payments already made by the customer. If the hindrance leads to a delay of more than one month, we shall also be entitled to withdraw from the delivery contract in whole or in part.

(4) Correct and timely delivery to us is reserved. We will notify the customer of any delays. If we do not receive correct or timely delivery from our suppliers and we are not responsible for this, the performance period shall be postponed by a corresponding period. In this case, we may also withdraw from the contract with regard to the undelivered items if the performance period is extended by more than one month due to incorrect or late delivery to us. If permitted under competition law, we shall assign our claims against the supplier for non-contractual delivery to the customer. Further claims for damages and reimbursement of expenses by the customer against us are excluded.

(5) In the event of a delay in delivery, the customer may withdraw from the contract after a reasonable period of time has elapsed without result; in the event of the impossibility of our performance, the customer shall also be entitled to this right without setting a deadline. Claims for damages (including any consequential damages) are excluded without prejudice to paragraph 6 and § 9, which do not aim to reverse the burden of proof; the same applies to reimbursement of expenses.

(6) If shipment is delayed at the request of the customer, the costs incurred for storage shall be charged to the customer, beginning one week after notification of readiness for shipment.

(1) In the case of a debt to be collected, the risk shall pass to the customer upon separation of the goods and provision as agreed. The same shall apply to debts to be delivered upon handover to the carrier. In the case of debts to be collected, the risk shall pass when the goods leave our factory premises. The same shall apply in the event of default on the part of the creditor.

(2) Delivered items shall be accepted by the customer, even if they have minor defects, without prejudice to the customer’s rights under §§ 8, 9. Partial deliveries are permissible provided they are reasonable for the customer.

(1) The goods remain our property until payment has been made. In transactions with entrepreneurs, we retain title to all delivered goods until the customer has paid all current and future claims arising from the business relationship. The retention of title also covers replacement or exchange parts such as engines, control units, etc., even if they are installed, as they do not thereby become essential components within the meaning of § 93 BGB (German Civil Code). When using the check-bill of exchange procedure, our retention of title shall continue even after the check has been paid until we are released from our liability under the bill of exchange. In the case of a current account relationship (business relationship), we reserve title until all payments from the existing current account relationship have been received; the reservation refers to the recognized balance; in these cases, the provisions of this § 7 apply accordingly.

(2) If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods after setting a deadline without result. The mere taking back of the goods shall only be deemed a withdrawal from the contract if a reasonable deadline set by us for performance has expired without result and the withdrawal has been expressly declared. The costs incurred by us as a result of the return (in particular transport costs) shall be borne by the customer. We shall also be entitled to prohibit the customer from reselling, processing, combining or mixing the goods delivered under retention of title and to revoke the direct debit authorization (§ 7 V). The customer may only demand delivery of the goods taken back without an express declaration of withdrawal after full payment of the purchase price and all costs.

(3) The customer is obliged to treat the goods with care (including necessary inspection and maintenance work).

(4) The customer may not pledge or assign the delivery item and the claims replacing it as security. 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 ZPO (German Code of Civil Procedure). Any costs of this action remaining with us despite winning the legal dispute in accordance with § 771 ZPO shall be borne by the customer.

(5) The customer is entitled to resell, process, or mix the purchased item in the ordinary course of business; However, in doing so, they hereby assign to us all claims arising from the resale, processing, mixing or other legal grounds (in particular from insurance or tort) in the amount of the final invoice amount agreed with us (including VAT) as well as all ancillary rights. If the delivered goods are co-owned by us due to the retention of title, the assignment of claims shall be made in proportion to the co-ownership shares. If the delivered goods are sold together with goods of third parties that are not owned by the customer, the resulting claims shall be assigned to us in the ratio corresponding to the final invoice amount of our goods to the final invoice amount of the third-party goods. If the assigned claim is included in a current invoice, the customer hereby assigns to us a corresponding part of the balance (including the final balance) from the current account; if interim balances are drawn up and their carryover is agreed, the claim to which we are entitled from the interim balance in accordance with the above provision shall be treated as assigned to us for the next balance. The customer shall remain authorized to collect these claims even after the assignment, whereby our authority to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment, and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, the customer must, upon request, disclose the assigned claims and the debtors to us, provide all information necessary for collection, hand over the relevant documents, and notify the debtor (third party) of the assignment. This also applies if the customer resells, processes, or mixes the purchased item in breach of contract.

(6) The retention of title also extends to the products resulting from the processing or transformation of our goods at their full value, whereby these processes are carried out on our behalf, so that we are considered the manufacturer. If the processing or transformation is carried out together with other goods that do not belong to us, we shall acquire co-ownership in proportion to the objective values of these goods; it is hereby agreed that in this case the customer shall store the goods carefully for us. If our goods subject to retention of title are combined or inseparably mixed with other movable items to form a single item and if the other item is to be regarded as the main item, the customer shall transfer co-ownership to us on a pro rata basis, insofar as the main item belongs to him; the customer shall store the resulting (co-)ownership for us. The same shall apply to items created in this way as to those delivered under retention of title.

(7) The customer also assigns to us the claims to secure our claims against him which accrue against a third party as a result of the combination of the delivery items with a piece of real estate. The assignment shall take precedence over the rest.

(8) The securities to which we are entitled shall not be recorded insofar as the estimated value of our securities exceeds the nominal value of the claims to be secured by 50%; which securities are released shall be at our discretion.

(9) Insofar as the validity of the retention of title in the country of destination is subject to special conditions or special formal requirements, the customer shall be responsible for ensuring that these are fulfilled.

We shall be liable for defects in the delivery as follows, provided that the customer is a merchant, but only in the event of proper fulfillment of the obligations to inspect and give notice of defects under § 377 HGB (German Commercial Code) (the notice of defects must be made in writing):

(1) If there is a defect in the purchased item, we shall be entitled, at our discretion, to remedy the defect or to deliver a defect-free item (subsequent performance). The prerequisite for this is that the defect is not insignificant. If one or both of these types of subsequent performance are impossible or disproportionate, we shall be entitled to refuse them. We may refuse subsequent performance as long as the customer does not fulfill its payment obligations to us to an extent corresponding to the defect-free part of the service. In the event of subsequent performance, we shall only bear the expenses up to the amount of the purchase price, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance. We shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs; However, we shall not bear any costs incurred as a result of the item being taken to a location other than the place of performance.

(2) If the subsequent performance referred to in paragraph 1 is impossible or fails, the customer shall have the right to choose either to reduce the purchase price accordingly or to withdraw from the contract in accordance with the statutory provisions; This applies in particular in the event of culpable delay or refusal of subsequent performance, as well as if this fails a second time. Further claims by the customer, regardless of their legal basis, are excluded or limited in accordance with § 9.

(3) No warranty is assumed for damage resulting from the following reasons: unsuitable or improper use, faulty assembly by the customer or third parties, natural wear and tear and normal wear and tear, faulty or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences (unless we are responsible for them), improper handling, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences (unless we are responsible for them), improper handling, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences (unless we are responsible for them), improper handling, unsuitable operating materials, defective construction work, uns unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences (unless we are responsible for them), improper modifications or repair work carried out by the customer or third parties without our prior approval.

(4) Claims for defects shall become time-barred one year after delivery of the purchased item, provided that these are claims for which limited liability exists in accordance with §§ 8 or 9. In the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness, the limitation period shall only expire after five years. Claims for reduction and the exercise of a right of withdrawal are excluded if the claim for subsequent performance is time-barred. In the case of sentence 3, however, the customer may refuse to pay the purchase price to the extent that he would be entitled to do so on the basis of the withdrawal or reduction; in the event of exclusion of withdrawal and subsequent refusal to pay, we shall be entitled to withdraw from the contract. A reversal of the burden of proof is not intended.

(5) Representations and warranties shall only be effective if we grant them expressly and in writing.

(1) The customer’s statutory right of withdrawal shall not be excluded or restricted, except in the cases specified in § 8. Likewise, our statutory or contractual rights and claims shall not be excluded or restricted.

(2) We shall be liable without limitation only for intent and gross negligence (including that of our legal representatives and vicarious agents) and for injury to life, limb, and health. We shall also be liable without limitation for the provision of guarantees and assurances if a defect covered by one of these triggers our liability. There is also no limitation on liability for dangerous situations (in particular under the Product Liability Act). Any liability under the principles of recourse by the entrepreneur in accordance with §§ 478 et seq. BGB remains unaffected.

(3) In the event of other culpable breaches of essential contractual obligations (cardinal obligations, see paragraph (8) sentence 2), our remaining liability shall be limited to the foreseeable damage typical for this type of contract.

(4) Otherwise, liability—regardless of the legal basis (in particular claims arising from the breach of primary and secondary contractual obligations, tort, and other tortious liability)—is excluded.

(5) The same (exclusions, limitations, and exceptions thereto) applies to claims arising from culpa in contrahendo.

(6) In the event of reimbursement of expenses (with the exception of those pursuant to Sections 439 II, 635 II BGB), Section 9 shall apply accordingly.

(7) Any exclusion or limitation of our liability shall also apply to our legal representatives and vicarious agents.

(8) A reversal of the burden of proof is not intended. Cardinal obligations are essential contractual obligations, i.e., those obligations that characterize the contract and on which the contractual partner may rely; these are therefore the essential rights and obligations that create the conditions for the fulfillment of the contract and are indispensable for the achievement of the purpose of the contract.

(1) The place of performance is the place of dispatch (place of manufacture or storage).

(2) The place of jurisdiction is our registered office, provided that the customer is also a merchant, a legal entity under public law, or a special fund under public law. The same applies if the customer does not have a general place of jurisdiction in Germany, relocates its registered office abroad after conclusion of the contract, or its registered office is unknown at the time the action is brought. We are also entitled to sue the customer at other permissible places of jurisdiction.

(3) The law of the Federal Republic of Germany (BGB, HGB) applies to all claims and rights arising from this contract. The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of law rules of the EGBGB is expressly excluded. The contract language is German.

(4) None of the clauses agreed in the entire terms and conditions shall alter the statutory or judicial distribution of the burden of proof.

(1) Amendments to the contract can only take effect with our consent.

(2) Should individual provisions of these terms and conditions be wholly or partially invalid or void, the remaining provisions shall remain unaffected. The contracting parties undertake to agree to a provision that largely achieves the economic purpose of the invalid or void provision.

(3) We treat all data of the customer exclusively for the purposes of business transactions and in accordance with the provisions of the applicable data protection regulations. Upon request, the customer also has a right to information about their personal data collected, processed, and used by us.

(4) All terms and provisions are gender-neutral and otherwise non-discriminatory within the meaning of the General Equal Treatment Act (AGG).