Terms and Conditions

(1) Our General Terms and Conditions form the basis and are an integral part of all – including future – contractual relationships, legal transactions, and legal acts (Contract).

(2) Our General Terms and Conditions apply exclusively. We do not acknowledge any conflicting or differing terms of the contractual partner, and we object to them, unless we have expressly agreed to them in writing in an individual case.

(3) A contract is not affected by conditions subsequently imposed by the contractual partner.

(4) Upon request by the contractual partner, we will explain the Contract and our General Terms and Conditions to them.

(1) The Contract shall be governed exclusively by the law of the Federal Republic of Germany, even if other legal systems oppose this or do not recognize it.

(2) Provisions applicable to international transactions shall not apply – in particular, those of the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) Within the scope of statutory dispositive power, the place of jurisdiction is the court responsible for our main office. Jurisdictions that the law opens to us for a lawsuit against the contractual partner are not thereby excluded.

(1) No oral collateral agreements shall be made.

(2) Amendments and termination of the Contract, as well as of this formal requirement, require written form, subject to mandatory legal provisions.

(3) The contractual partner cannot rely on a declaration addressed to us in text form, electronic form, or transmitted via telecommunication, if they have not confirmed it immediately in writing.

(1) Our offers are non-binding and subject to change. We may, at our discretion, accept offers made to us within 14 days by sending an order confirmation or the ordered goods/services, or reject the offer.

(2) A contract between the contractual partner and us is only concluded through our acceptance, into which our General Terms and Conditions are incorporated. Our acceptance is only effective if it is declared in writing or if we have rendered a main performance owed under the Contract.

(1) Technical and constructive changes to the delivery items are reserved, provided they do not unreasonably disadvantage the contractual partner and do not affect the usability of the delivery item.

(2) The contractual partner can only assert rights due to a disturbance of the basis of the contract if the relevant circumstances were communicated to us in writing before the conclusion of the contract. Mere recognizability is not sufficient.

(3) Waivable termination rights of the contractual partner are excluded.

(4) Terminations must be submitted in writing to our legal representatives. Other individuals are neither authorized nor empowered by us to accept them, even if the contract is managed or processed by such individuals.

(5) We are entitled to withdraw from the contract should the contractual partner's creditworthiness prove to be inadequate and should our claims against the contractual partner thereby be jeopardized.

(1) Should our expenditure exceed our internal cost calculation by more than twenty percent, we reserve the right to refuse performance in accordance with Section 275, Paragraph 2 of the German Civil Code (BGB).

(2) The contractual partner must inform us about:

a) its individual rights, legal assets, and interests affected by the contract,

b) circumstances known to it or discernible by it that could establish rights against us due to the contract; particularly regarding relevant foreign trade regulations and other laws of the contractual partner's country of origin and the country to which delivery is to be made,

c) any claim by it to be a consumer,

d) other subjective and objective characteristics within its sphere that lead to special legal protection for it,

e) statements, including advertising claims, made by us or third parties, upon which it relies,

f) a purpose of use that influences the statute of limitations for rights in the event of defects, especially the use of the contractual item for a construction work,

g) a debtor-creditor relationship between it and third parties – particularly consumers – that could establish recourse claims or other rights against us,

h) its planned course of action after a deadline set for us, which is at least 14 days, for performance or supplementary performance.

(3) The contractual partner must:

a) notify us in writing of obvious defects in the contractual items within fourteen calendar days,

b) provide compensation for any deterioration in value resulting from the proper use of the contractual items.

(4) The maintenance and upkeep of the contractual items are the responsibility of the contractual partner.

(1) The place of performance and fulfillment is our registered office. To provide services, we may engage third parties wholly or partially.

(2) Drawings, illustrations, figures, dimensions, weights, durability specifications, possible uses, and other data describing the contractual items and their factual and legal properties shall only determine the quality of the contractual items if expressly agreed upon in the contract. Specific expectations and intended uses must be expressly agreed upon in the contract to determine the quality of the contractual items.

(3) Guarantees and special risks are not assumed by us unless expressly agreed upon in the contract. We do not make assurances not expressly agreed upon in the contract. Stated delivery times are approximate and non-binding, unless their binding nature has been expressly confirmed. In the event of our delay, the contractual partner may withdraw from the contract after a reasonable grace period has expired without result; in the event of impossibility of our performance, the contractual partner is entitled to this right even without a grace period. Delay is equivalent to impossibility if performance does not occur for more than one month after the agreed delivery time. Claims for damages (including any consequential damages) and reimbursement of expenses are – with the exception of the following limitations – excluded. The limitation of liability does not apply if a commercial fixed-date transaction has been agreed upon.

(4) In the event of unforeseeable occurrences beyond our control, which we could not avert despite exercising reasonable care under the circumstances of the respective case, such as force majeure, delays in raw material deliveries, strikes, and similar events, including those affecting our sub-suppliers, we are entitled to withdraw from the contract wholly or partially or to extend the delivery period by the duration of the impediment.

(5) We are entitled to the right of choice under Section 439, Paragraph 1 of the BGB, provided there is no consumer goods purchase or recourse by the entrepreneur, and the contractual partner is not a consumer.

(1) Our prices are subject to change and are based on the prevailing circumstances at the time of the cost estimate. They include only expressly specified items of performance, but notably exclude expenses, transport and assembly costs, and taxes to be borne by the contractual partner.

(2) After the conclusion of the contract, the commencement of services, and the completion of a partial service, we may demand advance payments of up to a total of 50% of the estimated total remuneration for each.

(3) Our claims are due immediately. Monetary claims are to be paid in cash and with a 2% discount within fourteen days of the invoice date; thereafter, payment must be made without deduction. If other payment methods are accepted by us in individual cases, this is done solely for the purpose of performance and at the expense of the contractual partner.

(4) The contractual partner's default and our rights arising from such default are governed by statutory provisions. The contractual partner shall be in default at the latest two weeks after the due date and

a) after receipt of a request for performance, an invoice, or an equivalent statement of services, or

b) after receipt of the counter-performance.

(5) The contractual partner is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us.

(1) Dispatch shall only occur at the contractual partner's request. Partial services are acceptable insofar as they are reasonable for the contractual partner. Services must be accepted by the contractual partner, even if they exhibit minor defects.

(2) In the event of dispatch of contractual items – even in consumer goods purchases – we are entitled to insure the contractual items at the expense of the contractual partner.

(1) We retain title to the goods to be transferred – subject to the suspensive condition of the complete and contractual fulfillment of our claims against the contractual partner. In the event of seizures or other legal or factual interventions by third parties, the contractual partner must notify us immediately in writing and inform the third party of our rights. Any processing or transformation of the goods to be transferred shall always be carried out on our behalf. If, in the case of combination, mixing, or commingling, another item is to be regarded as the main item, then a proportionate, unencumbered co-ownership share in it must be transferred to us. At the contractual partner's request, we shall release securities chosen by us to the extent that the value of our securities exceeds the nominal value of the secured claims by 30%. Any resale of the goods subject to retention of title requires our written consent and is only permissible if the claims for reasonable remuneration are assigned to us free of third-party rights.

(2) Rights to be transferred are only assigned subject to the suspensive condition of the complete and contractual fulfillment of our claims against the contractual partner. Otherwise, paragraph (1) applies accordingly. In the event of the contractual partner's breach of contract, particularly in case of payment default, we are entitled to take back the object of performance; the contractual partner agrees to such a return already upon conclusion of the contract. A return only constitutes a withdrawal from the contract if expressly declared. The costs incurred by us due to the return shall be borne by the contractual partner.

(3) Usage rights to be granted or transferred for rights protected by copyright or in a comparable manner shall only be granted or transferred in a simple, non-transferable form, limited to the immediate purpose of the contract, and only within the scope of the contract's validity and duration.

We are liable for defects in performance, provided that the inspection and notification obligations under § 377 HGB are properly fulfilled by the contractual partner within fourteen calendar days of receipt of the performance – claims arising from manufacturer's recourse remain unaffected – as follows:

(1) If there is a defect in the purchased item or the work performance, we are entitled, at our discretion, to remedy the defect or to deliver a defect-free item. For work performance, the contractual partner has the right to self-remedy in accordance with § 637 BGB; this claim is excluded if we are also entitled to refuse subsequent performance. The prerequisite in each case is that the defect is not significant. Should subsequent performance be impossible or unreasonable, we are entitled to refuse it. Furthermore, we may refuse subsequent performance as long as the contractual partner has not fulfilled their payment obligations to an extent corresponding to the defect-free part of the performance. Should subsequent performance be impossible or have failed twice, the contractual partner is entitled to reduce the price or withdraw from the contract.

(2) Unless otherwise stipulated below, further claims of the contractual partner, regardless of their legal basis, including those concerning our fault in fulfilling contractual ancillary obligations and irrespective of the type of damage, are excluded. The foregoing provisions also apply in the event of delivery of a different item or a smaller quantity, as well as in the case of reimbursement of expenses.

(3) Claims for subsequent performance, damages, and reimbursement for expenses become time-barred one year after delivery of the item or acceptance of the service. Claims for reduction and the exercise of a right of withdrawal are excluded insofar as the claim for subsequent performance is time-barred.

(4) In the event of breaches of duty outside of liability for defects, the statutory right of withdrawal shall neither be excluded nor limited. The contractual partner may withdraw from the contract if the entire performance becomes impossible, as well as in cases of inability to perform. Withdrawal is excluded if the contractual partner is predominantly responsible for the circumstance entitling to withdrawal or if they are in default of acceptance. In these cases, we retain our claim to the counter-performance.

(1) Excluded from the exclusion of liability are damages insofar as the cause of damage is based on intent or gross negligence on our part, as well as those arising from injury to life, body, or health, if we are responsible for the breach of duty, and for other damages based on an intentional or grossly negligent breach of duty by us. A breach of duty by us is equivalent to that of our legal representatives or vicarious agents.

(2) If we culpably breach a material contractual obligation, liability is not excluded but merely limited to the foreseeable damage typical for the contract.

(3) The exclusion of liability also does not apply in cases where liability exists under the Product Liability Act or upon assumption of a guarantee or in the event of fraudulent concealment of defects, if a defect covered thereby triggers our liability.

Should a part of the contract be or become invalid or should a regulatory gap emerge, this shall not affect the validity of the remaining contractual content.