I. General Provisions – Scope of Application
1. Our Terms and Conditions of Sale apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation, despite being aware of the customer’s terms and conditions that conflict with or deviate from our Terms and Conditions of Sale.

2. All agreements made between us and the customer for the purpose of performing this contract are set forth in writing in this contract.

3. The documents accompanying the offer, such as illustrations, drawings, and weight and dimension specifications, are not binding unless they are expressly designated as such. The Supplier reserves ownership and copyright to cost estimates, drawings, and other documents; they may not be made available to third parties. The Supplier is obligated to make plans designated as confidential by the Purchaser available to third parties only with the Purchaser’s consent.

II. Scope of Delivery The scope of delivery shall be determined by the Supplier’s written order confirmation; in the event of a time-sensitive offer by the Supplier that is accepted within the specified time limit, the scope of delivery shall be determined by the offer, provided that no order confirmation has been issued in a timely manner. Any side agreements or amendments must be confirmed in writing by the Supplier.

III. Price and Payment

1. Unless otherwise agreed, prices are ex works, including loading at the factory but excluding packaging. Value-added tax at the applicable statutory rate shall be added to the prices.

2. Unless otherwise agreed, payment shall be made in cash without any deductions, free to the supplier’s place of payment, as follows: 1/3 as a down payment upon receipt of the order confirmation, 1/3 as soon as the purchaser is notified that the main parts are ready for shipment, and the remaining balance within one additional month.

3. The withholding of payments or setoff based on any counterclaims by the purchaser that are disputed by the supplier is not permitted.

4. For orders under €50.00, a processing fee of €15.00 will be charged to cover the costs of order fulfillment and invoicing.

5. In the event of an order cancellation, we will charge a processing fee of €50, subject to any additional claims we may have. For custom-made orders, the amount of the cancellation fee depends on the stage of production or the costs already incurred.

IV. Delivery Time

1. Orders are processed within the limits of our production capacity. A delivery date is considered binding only if we have expressly confirmed it in writing. Delivery dates specified on order forms are nonbinding. The delivery period begins upon dispatch of the order confirmation, but not before the customer has provided the necessary documents, permits, and approvals, nor before receipt of an agreed-upon down payment.

2. The delivery deadline is deemed to have been met if, by the time it expires, the goods have left the factory or notice has been given that they are ready for shipment.

3. The delivery period shall be extended appropriately in the event of measures taken in connection with labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the Supplier’s control, provided that such obstacles demonstrably have a significant impact on the completion or delivery of the goods. This also applies if the circumstances occur at subcontractors. The Supplier shall not be held responsible for the aforementioned circumstances even if they arise during a period of delay that has already begun. In important cases, the Supplier shall notify the Purchaser of the beginning and end of such impediments as soon as possible.

4. We are liable in accordance with the statutory provisions to the extent that the underlying purchase contract is a fixed-date transaction within the meaning of Section 286(2)(4) of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We are also liable in accordance with statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that its interest in further performance of the contract has ceased to exist. We are further liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or agents shall be attributed to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage. We are also liable in accordance with statutory provisions to the extent that the delay in delivery for which we are responsible is due to a culpable breach of a material contractual obligation; in this case, however, our liability for damages is limited to the foreseeable, typically occurring damage. The customer’s other statutory claims and rights remain reserved.

5. If the customer is in default of acceptance or if acceptance is delayed at the customer’s request, the customer shall reimburse the costs of storage in the amount of at least 0.5% of the value of the goods for each month of default or delay. We reserve the right to claim further damages.

V. Transfer of Risk and Acceptance

1. Risk shall pass to the purchaser no later than upon shipment of the delivered items, even if partial deliveries are made or if the supplier has assumed other obligations, such as shipping costs or delivery and installation. At the purchaser’s request, the supplier shall, at the purchaser’s expense, insure the shipment against theft, breakage, damage during transport, fire, water damage, and other insurable risks.

2. If shipment is delayed due to circumstances for which the purchaser is responsible, the risk shall pass to the purchaser as of the date the goods are ready for shipment; however, the supplier is obligated, at the purchaser’s request and expense, to arrange for the insurance coverage requested by the purchaser.

3. The purchaser must accept delivered items, even if they have minor defects, without prejudice to the rights set forth in Section VII.

4. Partial deliveries are permitted.

VI. Retention of Title

1. We reserve title to the purchased goods until all payments under the sales contract have been received. If the customer acts in breach of the contract—in particular, in the event of late payment—we are entitled to take back the purchased goods. Our taking back of the purchased goods constitutes a withdrawal from the contract. After taking back the purchased goods, we are authorized to sell them; the proceeds from such sale shall be applied toward the customer’s liabilities, less reasonable costs of sale.

2. The customer is obligated to treat the purchased item with due care; in particular, the customer is obligated to insure it at his or her own expense against fire, water damage, and theft, with coverage sufficient to replace the item at its replacement value. If maintenance and inspection work is required, the customer must have it performed in a timely manner at his or her own expense.

3. In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we may file a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss we have incurred.

4. The customer is entitled to resell the purchased goods in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise for the customer from the resale against its customers or third parties, regardless of whether the purchased goods were resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the customer meets his payment obligations from the proceeds received, does not fall into default, and, in particular, no petition for the opening of composition or insolvency proceedings has been filed or suspension of payments has occurred. If, however, this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

5. Any processing or alteration of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item
(invoice total, including VAT) to the value of the other processed items at the time of processing. In all other respects, the same provisions apply to the item created through processing as to the purchased item delivered under retention of title.

6. If the purchased item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice total, including VAT) to the value of the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the principal item, it is hereby agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the resulting sole ownership or co-ownership in safekeeping for us.

7. The customer also assigns to us, as security for our claims against him, any claims against a third party that arise from the incorporation of the purchased goods into real property. We undertake to release the security to which we are entitled at the customer’s request to the extent that the realizable value of our security exceeds the amount to be secured. VII. Liability for Defects in the Delivery.

VII. Warranty

1. All parts that, within 12 months of commissioning, prove to be unusable or significantly impaired in their usability as a result of a circumstance occurring prior to the transfer of risk—in particular due to defective design, substandard materials, or defective workmanship—proved to be unusable or to have their usability significantly impaired. The supplier must be notified immediately in writing of the discovery of such defects. Replaced parts shall become the property of the supplier.

2. With respect to essential third-party products, the Supplier’s liability is limited to the assignment of the claims for liability to which it is entitled against the supplier of the third-party product.

3. No warranty is provided for damage resulting from the following causes: unsuitable or improper use; incorrect installation or commissioning by the customer or third parties; normal wear and tear; faulty or negligent handling; unsuitable operating materials; substitute materials, defective construction work, unsuitable building site conditions, or chemical, electrochemical, or electrical influences, provided that such damage is not attributable to the supplier’s fault.

4. The purchaser shall, after consulting with the supplier, allow the supplier the necessary time and opportunity to carry out any repairs or replacements that the supplier deems necessary at its reasonable discretion; otherwise, the supplier shall be released from liability for defects.

5. Of the direct costs incurred as a result of the repair or replacement delivery, the supplier shall—to the extent that the complaint proves to be justified—bear the cost of the replacement part, including shipping, as well as the reasonable costs of removal and installation, furthermore, if this can reasonably be required under the circumstances of the individual case, the costs of providing any necessary technicians and assistants. In all other respects, the purchaser shall bear the costs.

6. The warranty period for replacement parts and repairs is three months; however, it shall last at least until the expiration of the original warranty period for the delivered item. The period for liability for defects in the delivered item shall be extended by the duration of the business interruption caused by the repair work.

VIII. Liability

1. We are liable in accordance with statutory provisions if the customer asserts claims for damages based on willful misconduct or gross negligence, including willful misconduct or gross negligence on the part of our representatives or agents. Unless we are accused of an intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage. We are liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.

2. Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

3. Unless otherwise provided above, liability is excluded. Any liability for damages beyond that provided for in Section VIII is excluded—regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from fault at the time of contract conclusion, from other breaches of duty, or from tortious claims for compensation for property damage pursuant to § 823 of the German Civil Code (BGB).

4. This limitation also applies if the customer, instead of claiming damages or specific performance, demands reimbursement for wasted expenses.

5. To the extent that our liability for damages is excluded or limited, this also applies with respect to the personal liability for damages of our employees, workers, staff members, representatives, and agents.

IX. The Purchaser’s Right to Withdrawal, Rescission, and Other Liability of the Supplier

1. The purchaser may rescind the contract if it becomes definitively impossible for the supplier to perform the entire obligation before the transfer of risk. The same applies in the event of the supplier’s inability to perform. The purchaser may also rescind the contract if, in the case of an order for items of the same type, the fulfillment of part of the delivery becomes impossible in terms of quantity and the purchaser has a legitimate interest in refusing a partial delivery; if this is not the case, the purchaser may reduce the purchase price accordingly.

2. If there is a delay in performance as defined in Section IV of the Terms of Delivery, and if the purchaser grants the supplier in default a reasonable grace period with the express statement that it will refuse to accept the performance upon the expiration of this period, and if the grace period is not met, the purchaser shall be entitled to rescind the contract.

3. If the impossibility arises during the period of default in acceptance or through the fault of the purchaser, the purchaser remains obligated to provide consideration.

4. The purchaser also has the right to rescind the contract if the supplier, through its own fault, allows a reasonable grace period granted to it for repair or replacement of a defect for which it is responsible—as defined in the Terms of Delivery—to elapse without result. The purchaser’s right to rescind the contract also applies in other cases where the supplier fails to repair or provide a replacement.

5. All other claims by the purchaser beyond this are excluded, in particular claims for termination or reduction of the purchase price, as well as claims for compensation for damages of any kind, including damages that did not occur to the delivered item itself. This exclusion of liability does not apply in cases of willful misconduct, gross negligence on the part of the owner or executive officers, or culpable breach of material contractual obligations. In the event of a culpable breach of material contractual obligations, the supplier shall be liable—except in cases of intentional misconduct or gross negligence on the part of the owner or executive officers—only for damages that are typical for the contract and reasonably foreseeable. Furthermore, the exclusion of liability does not apply in cases where, under the Product Liability Act, liability arises for personal injury or property damage to items used for private purposes due to defects in the delivered goods. Nor does it apply in the event of the absence of characteristics that have been expressly warranted, if the purpose of the warranty was specifically to protect the purchaser against damages that did not occur to the delivered item itself.

X. Final Provisions If the customer is a merchant, the place of jurisdiction is our registered office; however, we are also entitled to sue the customer in the court of his or her place of residence. The law of the Federal Republic of Germany applies; the applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. Unless otherwise specified in the order confirmation, our registered office shall be the place of performance. Should any of the foregoing provisions be or become invalid, the validity of the remaining provisions shall remain unaffected.

As of: January 2012