1.    General – Scope of applicability

1.1.      Our deliveries and services are carried out exclusively in accordance with the following general terms and conditions of sale, delivery and payment (hereinafter “GTC”). These GTC shall form an integral part of all contracts that we conclude with our Contractual Partners for the deliveries or services offered by us. They also apply to all future business between the contracting parties, without any further notice. They also apply if we do not expressly refer to them in subsequent contracts, in particular if we – being aware that the customer's terms and conditions conflict with or deviate from our general terms and conditions – provide deliveries or services to the customer without reservation.

 1.2.     General terms and conditions of the Contractual Partner (hereinafter also “customer”) or third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the general terms and conditions of the Contractual Partner or a third party, this shall not constitute an agreement to the validity of those general terms and conditions.

2.    Offers and conclusion of contract, service content

2.1.     Our offers and cost estimates are subject to change without notice and non-binding, unless expressly declared as binding or contain a specific acceptance period. The acceptance of an order, even without a prior offer, takes place at our discretion by sending an order confirmation or unconditional provision of the goods or services ordered.

 2.2.    The legal relationship between us and the Contractual Partner shall be governed solely by the contract concluded in text form, including these GTC. This contract fully reflects all agreements between the contracting parties on the subject matter of the contract. Verbal commitments made by us prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless expressly agreed otherwise between the contracting parties.

 2.3.     Supplements and amendments to the agreements made, including these GTC, must be made in text form in order to be effective. With the exception of managing directors or authorised signatories, our employees are not authorised to make verbal agreements deviating from the agreement in text form. Fax, e-mail or declarations in an electronic ordering system shall in particular suffice to comply with the text form within the meaning of the contract.

2.4.    Information provided by us on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations thereof (e.g. drawings and illustrations) shall only be approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or specifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

2.5.    We give technical advice to the best of our knowledge. All statements and information about the suitability and application of our goods do not release the buyer from carrying out their own tests and tests to determine the suitability of the products for the intended purposes.

2.6.    We reserve all property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to written documents that are designated as "confidential". Before passing them on to third parties, the customer requires our express written consent.

3.    Prices, terms of payment, default of payment

3.1.     Prices agreed upon when the respective contract was concluded apply, in particular those stated in the order confirmation. Prices are in Euros. Prices are quoted in EUR ex works plus packaging, transport, statutory VAT, plus customs duties for export deliveries as well as fees and other public charges. The costs of transit and import shall be borne by the Contractual Partner.

3.2.     Unless different payment terms have been agreed upon, our invoices are to be paid 14 days after receipt without deduction. After the due date without receipt of payment on our account has expired, the customer is in default in accordance with Section 286 of the German Civil Code (BGB).

3.3.     If the customer fails to pay by the due date, the outstanding amounts shall bear interest at 5% p.a. from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected. If the customer is in default of payment, we are in particular entitled to demand default interest at the statutory rate in accordance with Section 288 of the German Civil Code (BGB), as well as a payment of 40 euros. This also applies if the payment claim is an advance payment or other payment rates.

3.4.    We are entitled to demand advance payments for deliveries and services, in particular development services or the procurement of raw materials for the provision of services.

3.5.    Offsetting against counterclaims of the customer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

 3.6.    We shall be entitled to perform or render outstanding deliveries or services only against advance payment if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Contractual Partner and which jeopardize the payment of our outstanding claims by the Contractual Partner under the respective contractual relationship (including from other individual orders with the same Contractual partner). This applies in particular, if the Contractual Partner does not meet our outstanding claims on time or has ceased to make payments.

4.   Deadlines and dates

4.1.    Unless otherwise agreed, deliveries shall be made at our registered office EXW Incoterms 2020. Delivery periods and delivery dates refer to the delivery to the place of delivery, i.e. the provision of the goods at our registered.

4.2.    Delivery times are only approximate, unless otherwise expressed in writing. The indication of delivery times is generally subject to the contractual cooperation of the customer.

4.3.     If we are in default with a delivery, the customer shall grant us a reasonable grace period for delivery. The customer may only withdraw from the contract if delivery is not made within the reasonable grace period.

 4.4.   We shall not be liable for the impossibility of delivery or for delays in delivery if these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruption of any kind, pandemics, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining necessary official permits or official measures) for which we are not responsible. Such an event shall also be the non-delivery, incorrect or late delivery by one of our suppliers (reservation of self-supply) if we are not responsible for such event and have concluded a congruent covering transaction at the time of the conclusion of the contract. The reservation of self-supply shall not apply if it is clear from the contractual agreement that we have assumed a procurement risk despite the reservation of self-supply. We shall notify the other party without undue delay of any event causing a delay in delivery and at the same time inform the other party of the expected new delivery period. If such events make delivery or performance significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the period of the hindrance plus a reasonable start-up period. To the extent that the Contracting Partner cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by giving immediate written notice to us

 4.5.    We are entitled to make partial deliveries if (a) the partial delivery can be used by the customer for the contractually intended purpose, (b) the delivery of the remaining ordered goods is assured, and (c) this does not result in any significant additional expenditure or costs for the customer (unless we agree to bear these costs).

5.    Transfer of risk, shipping and packaging costs

5.1.     The place of performance for all obligations arising from the contractual relationship shall be our registered office.

5.2.    In accordance with Sec. 4 para. 1 of these GTC, unless otherwise agreed with regard to the delivery, the risk shall pass to the Customer at the latest when the delivery item is made available to the forwarding agent, carrier or other third party designated to carry out the shipment at our registered office in accordance with the delivery clause EXW Incoterms 2020. We shall have no obligation towards the customer to conclude an insurance contract. If dispatch or handover is delayed due to a circumstance caused by the customer, the risk shall pass to the customer if the delivery item is ready for dispatch on the delivery date and we have notified the customer thereof

5.3.    If dispatch or delivery should be delayed at the customer’s request for longer than one month after notification of readiness for shipment, the customer can be charged a storage fee amounting to 0.2% of the price of the delivery items for each month commenced but not exceeding a maximum of 2%. The contracting parties have the right to prove higher or lower storage costs as of the notification of readiness for shipment.

5.4.    Delivered items are to be accepted by the contractual partner, even if they have insignificant defects, without prejudice to the rights under Sec. 7.

6.   Retention of title

6.1.    We reserve title of the delivered goods until full payment has been made for the delivered goods .

6.2.    The customer shall notify us in writing without undue delay in the event of seizures or of any other interventions by third parties in our title. Insofar as the third party is not in a position to refund to us the court and extrajudicial costs incurred by us in protecting our rights, the customer shall be liable for the loss.

6.3.    The customer has the right to resell the goods in the ordinary course of business; however, the customer shall assign to us already now all of its claims in the amount of the final invoice amount (inclusive of Value Added Tax) to which the customer is entitled from the resale of the goods to its buyer or third parties. We accept this assignment. The customer is authorized to collect the claims assigned as long as the customer meets its payment obligations under this Agreement, is not otherwise in default with respect to us and provided that no application for insolvency proceedings has been filed with respect to the assets of the customer. If one or more of the aforesaid preconditions has been met, the customer’s collection authority shall lapse even without our explicit revocation thereof; in this case we may request that the customer notifies us of the assigned claims and the debtors of such claims, and to provide all the information required for collection, to hand over the respective documentation and to notify the debtors of the assignment.

 6.4.   If the goods are inseparably intermingled or combined with other items which do not belong to us, we shall acquire joint ownership of the new thing in accordance to the ratio of the value of the goods delivered by us to that of the other intermingled or combined items at the time of such intermingling or combination. If the intermingling or combination is effected in such a way that the items not belonging to us are to be regarded as the principle item, the customer shall transfer to us proportionate joint ownership of the new item. The customer shall keep on our behalf the sole property or joint property thus arising free of charge.

7.    Warranty/ Liability

7.1.     The statutory law as to warranty shall apply including the obligation to inspect and give notice according to Sec. 377 German Commercial Code (HGB). In case of defects we may within a reasonable period choose between rework and subsequent delivery and shall be obliged to perform such chosen remedy.

7.2.    If not agreed otherwise in individual cases, we do not provide, as part of the contractual quality, that the supplied goods meet legal requirements applicable outside of the European Union as to the intended use of the customer. The customer shall make such assessment in its own responsibility.

7.3.     If the customer claims a defect in the delivered products, he must, at our discretion, either return the defective products to us, send us samples of the defective products, or store the defective products properly according to the product-specific requirements and allow us to inspect the products on site. If it turns out that the products were not defective, the costs for transport, storage, and inspection shall be borne by the customer; otherwise, we shall bear such costs.

 7.4.    The customer shall be obliged to inform us immediately of all circumstances that suggest a defect in the delivered products.

7.5.    The limitation period for warranty claims is one year as of the transfer of risk. This reduction of the limitation period does not apply to claims due to intent and gross negligence, to claims for damages due to culpable injury to life, limb or health, nor to claims due to fraudulent concealment of a defect, within the scope of a guarantee promise or in the event of the assumption of a procurement risk, nor to recourse claims in the event of resale within the meaning of Sec 445a-c BGB German Civil Code.

7.6.    We shall be liable for damages in cases of intent and gross negligence, culpable injury to life, limb or health, defects which we have fraudulently concealed, within the scope of any guarantee promise or the assumption of a procurement risk and for recourse claims in the case of resale within the meaning of Sec. 445a-c German Civil Code and in the case of liability under the German Product Liability Act. In the event of a culpable breach of material contractual obligations (the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely on), we shall also be liable for slightly negligent breach, but then limited to the reasonably foreseeable damage typical for the contract. Otherwise, claims for damages shall be excluded, irrespective of their legal basis. The limitation of liability shall apply to claims for reimbursement of expenses in accordance with Sec. 284 German Civil Code.

7.7.     If the customer or one of its customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) intends to initiate a warning, a recall or any other measure required under product safety regulations with regard to the products supplied by us, we shall be given the opportunity to comment in advance, insofar as this is possible and reasonable in view of the urgency of the measure.

8.    Export Control

8.1.     The deliveries and services (contractual fulfilment) are subject to the provision that there are no obstacles to fulfilment due to national or international regulations, in particular export control provisions, embargoes, or other restrictions. The contracting parties undertake to provide all information and documentation required for export/transfer/import. Delays due to export audits or approval procedures will invalidate deadlines and delivery times. If the necessary approvals are not granted, the contract shall be deemed not to have been concluded with regard to the affected parts; claims for damages are excluded in this respect and due to the aforementioned delays.

 8.2.    Embargo/Russia Clause: We are legally obliged to contractually oblige our customers not to sell, export, transfer, or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any goods delivered by us within the scope of or in connection with the contract, insofar as these fall within the scope of Council Regulation (EU) 833/2014 or are subject to prohibitions and restrictions. The customer is obligated to make all necessary efforts to ensure and monitor that this purpose is not undermined by third parties downstream in the supply chain, including potential resellers, and to report any violations immediately. In the event of violations, we are entitled to withdraw from or terminate the contract. In accordance with legal requirements, we are also obligated to contractually stipulate a contractual penalty of up to 5% of the total value of the contract. The customer shall ensure, including with regard to third parties downstream in the supply chain, and shall provide evidence of this to us upon request, that the goods provided:

• are not sold, exported, transferred, re-exported, or used in violation of national or EU regulations;

• are not sold, exported, transferred, re-exported, or used in violation of US re-/export control regulations.

9.    Miscellaneous

9.1.    The customer is not entitled to assign or transfer claims or rights arising from contracts concluded with us under these Terms and Conditions to third parties without our consent.

9.2.    The law of the Federal Republic of Germany with the exclusion of UN sales law applies exclusively to the legal relationship between us and the customer.

 9.3.    Should one of the above provisions be invalid or unenforceable or contain a gap, this shall not affect the validity of the remaining provisions. In the event of gaps, the contracting parties are obliged to find a provision that fills the gap in accordance with the rest of the contract.

 9.4.   All disputes arising from the contractual relationship shall be brought exclusively at our registered office. We are also entitled to bring legal action at the contractual partner's registered seat.