1. All our deliveries, services and offers shall be made exclusively on the basis of these General Terms and Conditions of Sale. They shall form an integral part of all contracts concluded by us with our contractual partners (hereinafter also referred to as the Customer) for the deliveries and services offered by us. Unless otherwise agreed, the General Terms and Conditions of Sale shall apply in the version valid at the time of the Customer's order or, in any case, in the version last communicated to him in text form as a framework agreement also for similar future contracts without our having to refer to them again in each individual case. 
2. General terms and conditions of the Customer or third parties shall not apply. They shall not apply even if we do not separately object to their validity in the individual case. Even if we refer to a letter which contains or refers to the general terms and conditions of the Customer or a third party, this shall not constitute an agreement with the validity of those general terms and conditions.
3. Any legally relevant declarations and notifications of the Customer with regard to the contract (e.g. setting of a deadline, notice of defects, withdrawal or reduction) shall be made in writing. Written form in the sense of these General Terms and Conditions of Sale includes written and text form (e.g. letter, e-mail, fax). Statutory requirements as to form and further proof, in particular in the case of doubts about the legitimacy of the declarant, shall remain unaffected.

§ 2 Offer and Conclusion of Ccontract

1. All offers made by us are subject to change without notice and are non-binding, unless they are expressly marked as binding or contain a specific acceptance period. We can accept orders within 14 days after receipt. 
2. The legal relationship between us and the Customer shall be governed solely by the contract concluded in writing, including these General Terms and Conditions of Sale. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises on our part prior to the conclusion of this contract are not legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless expressly agreed otherwise between the contracting parties in each case. Additions or amendments to the agreement reached, including these General Terms and Conditions of Sale, must be in writing to be effective. With the exception of managing directors (Geschäftsführer) or authorized signatories (Prokuristen), our employees are not entitled to make verbal agreements that deviate from this.
3. Our information 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 our representation of the same (e.g. drawings and illustrations) are only approximately authoritative unless the usability for the contractually intended purpose requires exact conformity. These details are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations customary in the trade and deviations resulting from legal regulations or representing technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose. 4. We reserve the ownership and the copyrights to all offers and cost estimates submitted by us as well as to drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Customer. The Customer may not make these items accessible to third parties as such or in terms of content, disclose them, use them himself or through third parties or reproduce them without our express consent. At our request, he must destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. 
4. Drawings and samples provided to us which have not led to an order shall be returned upon request; otherwise we shall be entitled to destroy them three months after submission of the offer. This shall apply mutatis mutandis to the documents which we have provided to the Customer. The party entitled to destroy the documents shall inform the other party of its intention to destroy the documents in good time.

§ 3 Prices and Payment

1. The prices shall apply to the scope of services and deliveries listed in the order confirmation. Additional or special services shall be charged separately. Prices are quoted in Euro ex works plus value added tax. Freight and packaging costs as well as customs duties and other public charges, fees and other costs shall be invoiced separately. 
2. If the agreed prices are based on our list prices and the delivery is to be made more than four months after conclusion of the contract, the list prices valid at the time of delivery shall apply, in each case less an agreed percentage or fixed discount. Invoice amounts are to be paid within 30 days without any deduction, unless otherwise agreed.
3. The date of receipt by us shall be decisive for the date of payment. Payment by check is excluded, unless it is agreed separately in individual cases. If the Customer fails to make payment when due, interest shall be charged on the outstanding amounts from the due date at the statutory default interest rate applicable at the time. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) shall remain unaffected.
4. Offsetting against counterclaims of the Customer or the retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been bindingly established by a court of law or result from the same order under which the delivery in question was made.
5. We shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, we become aware of circumstances which are likely to substantially reduce the creditworthiness of the Customer or which jeopardize the payment of our outstanding claims by the Customer under the respective contractual relationship (including under other individual orders to which the same framework agreement applies).

§ 4 Delivery and Delivery Time

1. Deliveries shall be ex works.
2. Periods and dates for deliveries and services promised by us are always only approximate, unless a fixed period or date has been expressly promised or agreed. If shipment has been agreed, the delivery period and delivery date shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport, unless expressly stated otherwise by us. 
3. Without prejudice to our rights arising from default on the part of the Customer, we may demand from the Customer an extension of the delivery and performance periods or a postponement of delivery and performance dates by the period during which the Customer fails to meet its contractual obligations towards us.
4. We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. disruptions of operations of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining the necessary official permits, pandemics or epidemics, official measures or the failure to deliver, incorrect delivery or late delivery by our suppliers) for which we are not responsible. If such events make it considerably more difficult or impossible for us to deliver or perform and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery and service deadlines shall be extended or the delivery and service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Customer cannot be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to us. 
5. We shall only be entitled to make a partial delivery if 
   • the partial delivery is usable for the Customer within the scope of the contractual purpose,
   • the delivery of the remaining ordered goods is ensured and 
   • the Customer does not incur any significant additional expenses or costs as a result, unless we agree to bear these costs.
6. If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with § 9 of these General Terms and Conditions of Sale.

§ 5 Place of Performance, Shipment, Packaging, Transfer of Risk, Acceptance

1. Place of performance for all obligations arising from the contractual relationship is Groß-Umstadt, unless otherwise specified. Insofar as we also have the obligation to install items, the place of performance shall be the place where the installation is to be carried out. 
2. Unless otherwise agreed, the type of shipment and packaging shall be at our discretion. Special packaging (including pallets) not charged for shall remain our property. The Customer undertakes to keep this packaging carefully and to cooperate free of charge in loading for the purpose of retrieval.
3. The risk shall pass to the Customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if we have assumed other services (e.g. shipping or installation). If dispatch or handover is delayed due to a circumstance caused by the Customer, the risk shall pass to the Customer from the day on which the delivery item is ready for dispatch and we have notified the Customer of this.
4. The storage costs after the transfer of risk shall be borne by the Customer. In case of storage by us, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per expired week. We reserve the right to claim and prove further or lower storage costs. 
5. The consignment shall only be insured by us against theft, breakage, transport, fire and water damage or against other insurable risks at the express request of the Customer and at the Customer’s expense.
6. Insofar as acceptance is to take place, the object of sale shall be deemed to have been accepted when 
   • the agreed partial delivery has been made or, if we also have the obligation to install items, the partial installation has been carried out (partial acceptance), but in any case when the overall delivery or overall performance has been completed,
   • we have informed the Customer thereof with reference to the fiction of acceptance pursuant to this § 5 para. 6 and have requested the Customer to accept the work,
   • 12 working days have elapsed since the delivery of the installation or the Customer has started to use the object of purchase and in this case 6 working days have elapsed since delivery or performance and
   • the Customer has failed to accept the goods within this period for a reason other than a defect of which we have been notified and which makes it impossible to use the delivery item or significantly impairs its use.

§ 6 Retention of Title

1. The following agreed retention of title serves as security for all our existing current and future claims against the Customer arising from the existing contractual relationship, including balance claims arising from a current account relationship limited to this contractual relationship. 
2. Goods delivered by us to the Customer shall remain our property until full payment of all secured claims. The goods as well as the goods covered by the retention of title taking their place in accordance with the following provisions shall hereinafter be referred to as "Retained Goods". 
3. The Customer shall store the reserved goods for us free of charge. 
4. The Customer shall take all necessary measures at its own expense to prevent any impairment or loss of the rights to which we are entitled in respect of the Retained Goods. 
5. The Customer shall be entitled to process and sell the Retained Goods in the ordinary course of business until such time as the goods become realizable. Pledges and transfers of ownership by way of security are not permitted.
6. If the Retained Goods are processed by the Customer, it is agreed that the processing shall be carried out on our behalf and for our account as manufacturer and that we shall acquire direct ownership or - if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership should occur on our part, the Customer shall already now transfer its future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to us as security. 
7. In the event of resale of the Retained Goods, the Customer hereby assigns to us by way of security the claims against the purchaser arising herefrom - in the event of co-ownership on our part of the Retained Goods, in proportion to the co-ownership share. The same shall apply to other claims which take the place of the Retained Goods or otherwise arise in respect of the Retained Goods, such as insurance claims or claims in tort in the event of loss or destruction. We revocably authorize the Customer to collect the claim assigned to us in his own name for our account. We may only revoke this collection authorization in the event of realization. 
8. If third parties gain access to the Retained Goods, in particular by way of seizure, the Customer shall immediately notify them of our ownership and inform us thereof in order to enable us to enforce our ownership rights. If the third party is not in a position to reimburse us for the court or out-of-court costs incurred in this connection, the Customer shall be liable to us for this. 
9. We shall release the Retained Goods as well as the items or claims replacing them upon request at our discretion if their value exceeds the amount of the secured claim by more than 50%.
10. If we withdraw from the contract in the event of a breach of contract on the part of the Customer - in particular default in payment - we shall be entitled to demand the return of the Retained Goods.
11. In countries in which the validity of the retention of title is linked to special prerequisites or formal requirements, the Customer must ensure that these are fulfilled. If the Customer does not comply with this obligation or if the agreement of a retention of title is not possible in the country in question, we shall be entitled to make the delivery dependent on the provision of a directly enforceable guarantee of a German bank or savings bank approved as a customs or tax guarantor in the amount of all liabilities existing at the time of the conclusion of the contract.

§ 7 Claims for Defects of the Customer

1. Notwithstanding § 438 para. 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
2. If the goods are a building or an object which has been used for a building in accordance with its customary use and has caused its defectiveness (building material), the limitation period shall be five years from delivery in accordance with the statutory provision (§ 438 para. 1 no. 2 BGB). Further special statutory provisions on the limitation period (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also remain unaffected.
3. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Customer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Purchaser pursuant to § 9 (Other Liability) para. 2 sentence 1 and sentence 2(a) below as well as pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.
4. The delivered items shall be inspected carefully immediately after delivery to the Customer or the third party designated by him. They shall be deemed to have been approved if we do not receive a written notification of defects with regard to obvious defects or other defects which were identifiable during an immediate careful inspection within seven working days after delivery of the delivery item or otherwise within seven working days after discovery of the defect or the point in time at which the defect was identifiable for the Customer during normal use of the delivery item without closer inspection. Upon our request, the delivery item complained about shall be returned to us freight prepaid. In the event of a justified complaint, we shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use. 
5. In the event of material defects in the delivered goods, we shall first be obliged and entitled to rectify the defect or to make a replacement delivery at our discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement, the Customer may withdraw from the contract or reduce the price appropriately.
6. Claims of the Customer for damages or reimbursement of futile expenses shall also exist in the event of defects only in accordance with § 9 Other liability and shall otherwise be excluded.  
7. In the event of defects in components from other manufacturers which we cannot remedy for licensing or factual reasons, we shall, at our discretion, assert warranty claims against the manufacturers and suppliers for the account of the Customer or assign them to the Customer. In the event of such defects, warranty claims against us shall only exist under the other conditions and in accordance with these General Terms and Conditions of Sale if the legal enforcement of the aforementioned claims against the manufacturer or supplier has been unsuccessful or is futile, for example, due to insolvency. During the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Customer against us shall be suspended.

§ 8 Industrial Property Rights

1. In accordance with the provisions of this paragraph (§ 8 Industrial Property Rights), we warrant that the delivery item is free of industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it on account of the infringement of such rights. 
2. In the event that the delivered item infringes an industrial property right or copyright of a third party, we shall, at our discretion and at our expense, modify or replace the delivered item in such a way that the rights of third parties are no longer infringed but the delivered item continues to fulfill the contractually agreed function, or we shall procure the right of use for the Customer by concluding a license agreement. If we do not succeed in doing so within a reasonable period of time, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Customer shall be subject to the limitation of liability provisions of these General Terms and Conditions of Sale (§ 9 Other Liability).
3. In the event of infringements of rights by products of other manufacturers supplied by us, we shall, at our discretion, assert our claims against the manufacturers and upstream suppliers for invoices of the Customer or assign them to the Customer. In such cases, claims against us shall only exist in accordance with this paragraph (§ 8 Industrial Property Rights) if the legal enforcement of the aforementioned claims against the manufacturers and upstream suppliers is unsuccessful or futile, for example due to insolvency. 
4. Insofar as we have to deliver according to drawings, models, samples or using parts provided by the customer, the customer shall be responsible for ensuring that the property rights of third parties in the country of destination of the goods are not infringed thereby. The customer shall indemnify us against claims of third parties and pay compensation for any damage incurred. If the manufacture or delivery is prohibited by a third party with reference to an industrial property right belonging to him, we shall be entitled - without examining the legal situation - to suspend work until the legal situation has been clarified by the customer and the third party. If such delays make it unreasonable for us to continue the order, we shall be entitled to withdraw from the contract.

§ 9 Other Liability

1. Unless otherwise stipulated in these General Terms and Conditions of Sale, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. We shall be liable for damages - irrespective of the legal grounds - within the scope of culpability for intent and gross negligence. In the case of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty) only
   1. for damages resulting from injury to life, body or health,
   2. for damages resulting from the violation of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage. In the event of liability for simple negligence, our liability to pay compensation for damage to property (Sachschäden) and further financial losses resulting therefrom shall be limited to an amount of $ 1 million per case of damage, even if this involves a breach of material contractual obligations.
3. The limitations of liability resulting from para. 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favor) whose fault we are responsible for according to statutory provisions. They shall not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Customer under the Product Liability Act. 
4. Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be done free of charge and to the exclusion of any liability. 
5. The Customer may only withdraw from or terminate the contract due to a breach of duty which does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 10 Final Provisions

1. If the Customer is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between us and the Customer shall be, at our discretion, Groß-Umstadt or the registered office of the Customer. Groß-Umstadt shall be the exclusive place of jurisdiction for actions against us. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
2. The relations between us and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (CISG).
   Insofar as the contract or these General Terms and Conditions of Sale contain omissions, those legally effective provisions shall be deemed to have been agreed in order to fill these omissions which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale if they had been aware of the omission.

Version: 20.6.2023