I. Validity/Offers
1. These General Terms and Conditions of Delivery and Payment shall apply to all – including future – contracts with entrepreneurs, legal entities under public law and special funds under public law for deliveries and other services, including contracts for work and services, consultations, proposals and other ancillary services. The Buyer’s terms and conditions of purchase shall not be recognized even if we do not expressly object to them again after receipt. Our terms and conditions of delivery and payment shall apply exclusively, with which our customer declares his agreement when placing the order, and also for future transactions, even if no express reference is made to them, but they have been received by the purchaser with an order confirmed by us. If the order is placed in deviation from our terms of delivery and payment, only our terms of delivery and payment shall apply even if we do not object. Deviations shall only apply if they have been expressly accepted by us in writing.

2. Our offers are subject to change. Verbal agreements, promises, assurances and guarantees made by our employees in connection with the conclusion of the contract shall only become binding upon our written confirmation. 3.
3. in case of doubt, the lncoterms in their latest version shall be decisive for the interpretation of commercial clauses.
4. All information such as dimensions, weights, illustrations, descriptions, assembly sketches and drawings in sample books, price lists and other printed matter are only approximate, but determined to the best of our ability, but are non-binding for us in this respect. The same applies to specifications of the works. Models and drawings remain our property.
5. “Buyer” within the meaning of these Terms and Conditions shall also be the “Purchaser” in the case of contracts for work and services.

II. Prices
1.Prices are ex works or ex warehouse plus freight and value added tax.
2. if duties or other external costs included in the agreed price change later than four weeks after conclusion of the contract or if they are newly incurred, we shall be entitled to change the price to the corresponding extent. 3.
3. we reserve the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and/or economic situation, circumstances arise which make the manufacture and/or purchase of the product concerned significantly more expensive than at the time of the price agreements. In this case, the customer may cancel the orders affected by the price increase within two weeks of notification thereof.

III. Payment and settlement
1. Unless otherwise agreed or stated in our invoices, the purchase price is due immediately after delivery without discount and is to be paid in such a way that we can dispose of the amount on the due date. Costs of payment transactions shall be borne by the purchaser. The buyer shall only be entitled to a right of retention and a right of set-off insofar as his counterclaims are undisputed or have been legally established.
2. If the payment deadline is exceeded or in the event of default, we shall charge interest at 8% points above the prime rate, unless higher interest rates have been agreed. We reserve the right to assert further damage caused by default.

3. The purchaser shall be in default at the latest 10 days after the due date and receipt of the invoice / payment schedule or receipt of the service. 4.
4. if the buyer is in default with any payment obligations towards us, all existing claims shall become due immediately.
5. If, after conclusion of the contract, it becomes apparent that our claim for payment is jeopardized by the Buyer’s inability to pay, we shall be entitled to the rights under Section 321 of the German Civil Code (BGB) (plea of uncertainty). We shall then also be entitled to declare due all claims not subject to the statute of limitations from the current business relationship with the Buyer. In addition, the defense of uncertainty shall extend to all further outstanding deliveries and services from the business relationship with the purchaser.
6. An agreed cash discount always relates only to the invoice value excluding freight and presupposes the complete settlement of all due liabilities of the Buyer at the time of the cash discount.
7. Claims of the purchaser against its insurers or other debtors assigned to us shall be made exclusively on account of performance.
8. Bills of exchange and checks shall only be accepted by agreement and only on account of performance and subject to their discountability. Discount charges shall be calculated from the date on which the invoice amount is due. A guarantee for the timely presentation of the bill of exchange and check and for the lodging of a bill protest is excluded.
9. If we have indisputably delivered partially defective goods, the Buyer shall nevertheless be obliged to make payment for the defect-free portion, unless the partial delivery is of no interest to him.

IV. Execution of deliveries, delivery periods and dates
1. Our delivery obligation is subject to correct and timely self-delivery, unless the incorrect or delayed self-delivery is our fault.
2. Information on delivery times is approximate. Delivery periods shall commence on the date of our order confirmation and shall only apply on condition that all details of the order are clarified in good time and that all obligations on the part of the purchaser are fulfilled in good time, such as the provision of all official certificates, the provision of letters of credit and guarantees or the making of down payments.
3. The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
4.Events of force majeure shall entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period. This shall also apply if such events occur during an existing delay. Force majeure shall include currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine or roller breakage, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance and all other circumstances which, through no fault of our own, make delivery significantly more difficult or impossible. It is irrelevant whether these circumstances occur at our premises, at the supplier’s works or at a sub-supplier’s premises. If the execution of the contract becomes unreasonable for one of the contracting parties due to the aforementioned events, in particular if the execution of the contract is delayed in essential parts by more than 6 months, this party may declare the cancellation of the contract.
5. If the purchaser provides materials for the execution of an order, these must be completely suitable in type and quality for the execution of the order. If the Buyer does not provide the materials required for the proper execution of the order in due time at the point in time determined by us, the Buyer shall bear all disadvantages resulting from the non-fulfillment of this obligation. If the buyer does not fulfill his obligation to provide the materials properly, we shall be entitled to claim damages and to withdraw from the contract after setting and unsuccessful expiration of a reasonable grace period.

V. Reservation of ownership

1.All delivered goods shall remain our property (reserved goods) until all claims have been fulfilled, in particular also the respective balance claims to which we are entitled within the scope of the business relationship (balance reservation) and the claims which are unilaterally established by the insolvency administrator by way of choice of performance. This shall also apply to claims arising in the future and conditional claims, e.g. from acceptor’s bills of exchange, and also if payments are made on specifically designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.
2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the Buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the purchaser shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall hold them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No. 1.
3. The purchaser may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale pursuant to nos. 4 to 6 are transferred to us. He shall not be entitled to dispose of the reserved goods in any other way.
4. The claims arising from the resale of the goods subject to retention of title, together with all securities which the purchaser acquires for the claim, are already assigned to us now. They shall serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the Buyer together with other goods not sold by us, the claim arising from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods sold. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. If the goods subject to retention of title are used by the Buyer for the performance of a contract for work and services, the claim arising from the contract for work and services shall be assigned to us in advance to the same extent.
5. The purchaser is entitled to collect claims from the resale. This authorization to collect shall expire in the event of our revocation, but at the latest in the event of default in payment, non-redemption of a bill of exchange or application for the opening of insolvency proceedings. We shall only exercise our right of revocation if it becomes apparent after conclusion of the contract that our claim for payment under this or other contracts with the Buyer is jeopardized by the Buyer’s lack of ability to pay. At our request, the purchaser shall be obliged to inform his customers immediately of the assignment to us and to provide us with the documents required for collection.
6. An assignment of claims from the resale is not permitted unless it is an assignment by way of genuine factoring which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Upon crediting of the factoring proceeds, our claim shall become due immediately.
7. The purchaser must inform us immediately of any seizure or other interference by third parties. The purchaser shall bear all costs that have to be incurred in order to cancel the seizure or to return the goods subject to retention of title, insofar as they are not reimbursed by third parties.
8. If the purchaser defaults on payment or fails to honor a bill of exchange when due, we shall be entitled to take back the goods subject to retention of title and, if necessary, to enter the purchaser’s premises for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the Buyer is jeopardized by the Buyer’s lack of ability to pay. Repossession shall not constitute withdrawal from the contract. Regulations of the Insolvency Code shall remain unaffected.
9. If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50 % in total, we shall be obliged to release securities of our choice to this extent at the Buyer’s request.

VI. Right of lien
1. The purchaser shall grant us a contractual lien on the items that have come into our possession for all claims arising from the business relationship. The contractual lien may also be asserted on account of claims arising from work carried out earlier, replacement deliveries and other services.

VII. Grades, dimensions and weights
1. Grades and dimensions shall be determined in accordance with the agreed standards, in the absence of an agreement in accordance with the standards applicable at the time of conclusion of the contract, in the absence of such in accordance with commercial practice, references to standards such as DIN/EN or their components such as material sheets, test certificates and test standards as well as information on grades, dimensions, weights and usability shall not constitute representations or warranties, nor shall declarations of conformity, manufacturer’s declarations and corresponding marks such as CE and GS.
2. The weighing carried out by us or our sub-supplier shall be decisive for the weights. We are entitled to determine the weight without weighing according to standard (theoretical) plus 2½ % (commercial weight). In the case of goods invoiced by weight, the numbers of pieces, bundles or the like stated in the dispatch note are non-binding. Unless individual weighing is customary, the total weight of the shipment shall apply in each case. Differences compared to the calculated individual weights shall be distributed proportionately among them.

VIII. Declines

1. If acceptance has been agreed, it can only take place at our premises immediately after notification of readiness for acceptance. The personal acceptance costs shall be borne by the purchaser, the material acceptance costs shall be charged to him in accordance with our price list.
2. If the acceptance is not carried out, not carried out in time or not carried out completely through no fault of our own, we are entitled to dispatch the goods without acceptance or to store them at the expense and risk of the purchaser and to charge him for them.

IX. Shipment, transfer of risk, packaging, partial deliveries
1. We shall determine the route and means of dispatch as well as the forwarding agent and carrier, unless collection by the purchaser has been agreed.
2. If, through no fault of our own, transport by the intended route or to the intended place in the intended time becomes impossible or substantially more difficult, we shall be entitled to deliver by another route or to another place; the additional costs incurred shall be borne by the Buyer. The purchaser shall be given the opportunity to comment beforehand.
3. With the handing over of the goods to a forwarding agent or carrier, at the latest, however, when the goods leave the warehouse or the supplying plant, the risk, including the risk of seizure of the goods, shall pass to the purchaser in all transactions, also in the case of carriage paid and free domicile deliveries. We shall provide insurance only upon instruction and at the expense of the buyer. The duty and costs of unloading shall be borne by the buyer.
4. The goods are delivered unpacked and not protected against rust. If customary in the trade, we deliver packed. We provide packaging, protective and/or transport aids according to our experience at the expense of the buyer. They are taken back at our warehouse, we do not bear costs of the buyer for the return transport or for an own disposal of the packaging.
5. We are entitled to make partial deliveries to a reasonable extent. We are entitled to reasonably exceed or fall short of the agreed delivery quantities. The indication of a “circa” quantity entitles us to over/under-delivery and corresponding invoicing of up to 10 %.

X. Call orders, long-term agreements

1. In the case of call orders, goods reported ready for dispatch must be called off immediately, otherwise we are entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the purchaser or to store them at our discretion and to invoice them immediately.
2. In the case of contracts with continuous delivery, we shall be given call-offs and grade classification for approximately equal monthly quantities; otherwise we shall be entitled to make the determinations ourselves at our reasonable discretion.
3. If the individual call-offs exceed the contractual quantity in total, we shall be entitled, but not obliged, to deliver the excess quantity. We may charge for the excess quantity at the prices valid at the time of the call-off or delivery.
4. If a binding order quantity has not been agreed, we shall base our calculation on the non-binding order quantity (target quantity) expected by the purchaser for a certain period. If the buyer purchases less than the target quantity, we are entitled to increase the unit price appropriately.
5. Unlimited contracts can be terminated with 6 months’ notice.

XI. Liability for defects of quality
1. Material defects of the goods shall be notified in writing without delay, at the latest seven days after delivery. Material defects which cannot be discovered within this period even with the most careful inspection must be reported in writing immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, with immediate cessation of any processing. In the event of an insignificant reduction in the value or suitability of the goods, our liability for material defects shall be excluded. If goods have already been resold, processed or transformed, the buyer shall only be entitled to the right of reduction.
2. If material is provided by the purchaser, a reject rate of up to 3% shall be deemed agreed. Within this quota there is no claim for compensation of possible material costs. Above this quota, the liability for material scrap due to processing errors is limited to the added value of the pure processing.
3. We do not accept any liability for damage resulting from the following causes:
Unsuitable or improper use, of the delivery item faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, replacement materials / spare parts not from us, defects in the installation locations, chemical, electromechanical or electrical influences, provided they are not attributable to fault on our part.
4. After execution of an agreed acceptance of the goods by the buyer, the complaint of material defects, which were detectable during the agreed type of acceptance, is excluded.
5. In the event of a justified notice of defect within the time limit, we may at our discretion, provided that the Buyer is not a consumer within the meaning of § 13 BGB, remedy the defect or deliver a defect-free item (subsequent performance). In the event of failure or refusal of subsequent performance, the Buyer may reduce the purchase price or, after setting and unsuccessful expiry of a reasonable deadline, withdraw from the contract. If the defect is not substantial, he shall only be entitled to the right of reduction.
6. If the purchaser does not immediately give us the opportunity to convince ourselves of the material defect, in particular if he does not immediately provide the goods complained of or samples thereof upon request, all rights due to the material defect shall lapse.
7. We shall bear expenses in connection with subsequent performance only to the extent that they are reasonable in the individual case, in particular in relation to the purchase price of the goods, but in no case in excess of 100% of the value of the goods. Excluded are costs in connection with the installation and removal of the defective item, as well as costs incurred by the buyer for the self-remedy of a defect, without the legal requirements for this being met. We shall not bear any expenses arising from the fact that the goods sold have been taken to a place other than the Buyer’s registered office or branch, unless this is in accordance with their contractual use.
8. If the purchaser or a third party carries out improper repairs, we shall not assume any liability for the resulting consequences. The same shall apply to modification and repair work carried out by the customer or a third party without our prior consent. Likewise, we shall not assume any liability for damage to the delivered item or parts thereof resulting from the use of replacement or other parts which we did not supply. This also applies in cases mentioned above in VII number 4 sentence 2.
9. The buyer’s rights of recourse according to § 478 BGB remain unaffected. 10.
10. We do not provide a warranty for a specific purpose or a specific suitability of the goods, unless otherwise expressly agreed in writing; otherwise, the risk of use and application lies exclusively with the Buyer.
11. If we have to deliver according to drawings, specifications, samples, etc. of the purchaser, the purchaser shall assume the risk of suitability for the intended use.

XII. General liability limitation
1. We shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort – including for our executive employees and other vicarious agents – in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract.
2. These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof shall remain unaffected.
3. Unless otherwise agreed, contractual claims which the Buyer incurs against us on account of or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods, unless they involve compensation for bodily injury or damage to health or typical, foreseeable damage or are based on intent or gross negligence on the part of the Seller. This shall not affect our liability for intentional and grossly negligent breaches of duty or the limitation of statutory rights of recourse. In cases of subsequent performance, the limitation period shall not start to run again.

XIII. Place of performance, place of jurisdiction and applicable law
1. The place of performance for our deliveries is our registered office. The place of jurisdiction is the registered office of our company.
2. All legal relations between us and the Buyer shall be governed exclusively by German law, in particular by the German Civil Code and the German Commercial Code, in addition to these Terms and Conditions. The provisions of the Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) shall not apply.

XIV.Miscellaneous

1. If a buyer who is domiciled outside the Federal Republic of Germany (foreign buyer) or his agent collects goods or transports or ships them abroad, the buyer shall provide us with the export certificate required for tax purposes. If this proof is not provided, the Buyer shall pay the sales tax applicable to deliveries within the Federal Republic of Germany on the invoice amount.
2. We are entitled to assign the claims arising from our business relations.
3. In the case of deliveries from the Federal Republic of Germany to other EU member states, the purchaser must inform us prior to delivery of his VAT identification number under which he performs the purchase taxation within the EU. Otherwise, he shall pay the VAT amount legally owed by us for our deliveries in addition to the agreed purchase price.
4. When invoicing deliveries from the Federal Republic of Germany to other EU member states, the VAT regulations of the respective recipient member state shall apply if either the purchaser is registered for VAT in another EU member state or if we are registered for VAT in the recipient member state.
5. Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid, this shall not affect the validity of the remaining provisions.