General Terms and Conditions of Sale and Delivery (GTC)

1. all deliveries and services are based exclusively on these general terms and conditions. Deviating provisions shall only apply if expressly agreed in the contract.

2. we do not recognize any terms and conditions of the customer that deviate from our general terms and conditions unless we have expressly agreed to their validity in writing. Our general terms and conditions shall also apply exclusively if we carry out the delivery or service to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions.

1. orders or commissions are binding for the customer, the contract is concluded at our discretion by written order confirmation or execution of the order or commission. Offers submitted by us can only be accepted immediately and are always non-binding. We reserve the right of delivery and prior sale in all cases.

2. the documents belonging to the offer, such as catalogs, other product information, illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents; they may only be made accessible to third parties with the supplier's consent.

1. the written order confirmation of the supplier is decisive for the scope of delivery. Subsidiary agreements and amendments require the written confirmation of the supplier. A waiver of the written form requirement is only effective in writing and with express reference to this clause.

2. protective devices shall only be supplied insofar as this has been agreed. The costs shall be borne by the Purchaser.

1. prices
Prices are ex works excluding packaging, insurance, assembly and VAT. Packaging and shipping are carried out to the best of our judgment, but are not binding. Packaging is charged at cost price. The customer shall bear the shipping costs.
If delivery is to be made more than four months after conclusion of the contract, the prices applicable on the date of dispatch shall be charged; these must comply with § 315 BGB and take into account the previous ratio of the originally agreed price to the costs incurred by the customer.

2. terms of payment
Deliveries to customers unknown to us are always made cash on delivery. Invoices are due immediately without any deductions. Unless expressly agreed otherwise, the deduction of discounts is not permitted. If payments are deferred or made later than agreed in each case, interest on arrears shall be charged in accordance with the applicable statutory provisions, subject to the assertion of other rights and without the need for a formal notice of default.
The withholding of payments is only permitted on the basis of undisputed or legally established counterclaims, otherwise excluded. This shall also apply to the entrepreneurial right of retention under Sections 369 to 372 of the German Commercial Code (HGB). The customer may not offset against our claims unless the claim for offsetting is undisputed by us or has been legally established. Checks are only accepted on account of payment. Payments by bill of exchange require a separate agreement. They shall only be accepted within the scope of these agreements. If bills of exchange are accepted, the bill of exchange and discount charges shall always be borne by the customer. No responsibility is assumed for the timely presentation of bills of exchange to secondary locations, nor is any guarantee given for the timely submission of the protest. Ownership of the delivery item shall not pass to the customer until all payments have been received or all bills of exchange have been honored. Until then, the customer must insure the delivery item against fire and water damage.

1. the delivery period shall commence with the dispatch of the order confirmation, but not before the documents, approvals and releases to be procured by the customer have been provided and an agreed down payment has been received.

2. the delivery time shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires. If the agreed delivery time is exceeded, the customer must first send the supplier a written request with a grace period of at least 3 weeks and a maximum of 6 weeks, provided that the goods in question were specially manufactured for the customer or are not normally held in stock by the supplier. Only then can further rights be asserted.

3. the delivery period shall be extended appropriately in the event of unforeseen obstacles which are beyond the control of the supplier, regardless of whether they occur at the supplier's plant or at its subcontractors - e.g. operational disruptions, delays in the delivery of essential raw materials and building materials, insofar as such obstacles can be proven to have a considerable influence on the completion or delivery of the delivery item. The supplier shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay. In important cases, the Supplier shall inform the Purchaser of the beginning and end of such hindrances as soon as possible.

4. the supplier is entitled to carry out and invoice deliveries also through subcontractors.

5. if dispatch is delayed at the request of the customer, payment may not be delayed as a result. In this case, the day of notification of readiness for dispatch shall be deemed to be the day of delivery. Storage costs shall be borne by the customer from the day of notification of readiness for dispatch. Upon notification of readiness for shipment, the risk shall pass to the customer in accordance with Section VI. clause 2.

6. claims of the purchaser due to delayed or late delivery are excluded, unless the supplier is guilty of intent or gross negligence. The amount of any claim is limited to a maximum of 10% of the delivery value. If the goods are custom-made for the customer or goods which the supplier does not normally keep in stock, the customer may only exercise his right of withdrawal if he can document that the goods accepted despite the delay would substantially defeat the purpose which the customer pursued in purchasing the goods. 7.

7. if the goods are manufactured according to special dimensions and therefore cannot be used in any other way, the damage to be reimbursed to the supplier by the purchaser in the event of unjustified non-acceptance shall be the full net order value in accordance with section IV. clause 1 sentence 1. If the Supplier otherwise demands compensation, this shall amount to 30% of the net order value in accordance with Section IV. clause 1 sentence 1. If the Buyer withdraws from the contract with the Supplier's consent before completion of the ordered goods, at least 30% of the net order value in accordance with Section IV. Clause 1 sentence 1 as compensation for loss of profit and for costs incurred. The amount of damages shall be set higher or lower in each case if the Supplier proves higher damages or the Purchaser proves lower damages.

1. the risk shall pass to the customer at the latest when the delivery item is handed over to the forwarding agent/carrier or when the delivery item is dispatched ex works, even if partial deliveries are made or the supplier has assumed other services, e.g. the shipping costs or delivery and installation.
At the request of the customer, the shipment shall be insured by the supplier against theft, breakage, transport, fire and water damage as well as other insurable risks at the customer's expense.

2. if the installation, assembly or erection of the goods by the supplier or its subcontractors has been agreed in a separate written agreement with the customer and the supplier has expressly agreed to bear the risk of the goods until completion of the installation, assembly or erection, the customer shall arrange for the goods to be insured or co-insured by the customer itself or by a third party (e.g. by the builder or the subcontractor) until completion of the installation, assembly or erection by the supplier or its subcontractor.e.g. by the building owner or the general contractor in the form of Contractors All Risk / Erection All Risk insurance), whereby the supplier must be the beneficiary of the insurance.

3If dispatch is delayed due to circumstances for which the supplier is not responsible, the risk shall pass to the customer from the day of readiness for dispatch, but the supplier shall be obliged to take out the insurance requested by the customer at the customer's request and expense. 4.

4. delivered items, even if they have minor defects, are to be accepted by the customer without prejudice to the rights under Section VIII.

5. partial deliveries are permissible.

1. we reserve title to the delivery item until receipt of all payments arising from the business relationship with the customer. The retention of title also extends to the recognized balance, insofar as we book claims against the customer in a current account (current account reservation).

2. the customer is entitled to resell the delivery item in the ordinary course of business.

3. the treatment or processing of the delivery item shall be carried out for us. We shall acquire ownership of the new item; the customer shall store it for us.

4. if the delivery item is inseparably mixed, blended or combined with other goods, we shall acquire co-ownership of the uniform item in a proportion corresponding to the value of the delivery item in relation to the value of the goods mixed or combined with it at the time of mixing or blending.

5. if we acquire new ownership in the cases in accordance with the preceding clauses 3 or 4, we hereby transfer this to the customer on condition of full payment of our claims mentioned in the preceding clause 1.

6. if the delivery item delivered subject to retention of title becomes an integral part of a property owned by the customer, the customer shall grant us the right to remove it subject to a condition subsequent until full settlement of our claims in accordance with clause 1 above. The costs of dismantling in the event of removal shall be borne by the customer. If the property of which the delivery item has become an integral part is not owned by the customer, the customer undertakes to ensure by contractual agreement with the owner of the property that we are granted a corresponding right of removal.

7. the customer hereby assigns to us all claims arising from the resale of the delivery item or the goods produced from it by processing or treatment. Of the claims arising from the sale of goods in which we have acquired co-ownership by mixing or blending, the customer hereby assigns to us a first-ranking partial amount corresponding to our co-ownership share in the goods sold. If the customer sells goods that are our property or co-property together with other goods that are not our property or co-property at a total price, the customer hereby assigns to us a first-ranking partial amount of this total claim corresponding to the share of the delivered item.

8. Subject to revocation at any time, the customer is authorized to collect the assigned claims from the resale. Upon request, he shall name the debtors of the assigned claims, notify them of the assignment and hand over the notice of assignment to us. As long as the customer meets his payment obligations, we shall not disclose the assignment. If the value of the securities existing for us exceeds the claims by more than 30 % in total, we shall be obliged to release securities of the customer's choice at the customer's request.

9. if the customer does not intend the immediate authorized resale of the delivery item or if we demand insurance, the customer must insure the goods subject to retention of title to a reasonable extent against the usual risks at his own expense at our request and assign the insurance claims to us. We are entitled to pay the insurance premiums at the customer's expense.

10. in the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable to us for the loss incurred.

11. in the event of the existence or conclusion of a credit agreement with pledging of the operational inventory, the customer undertakes to secure our ownership rights to the delivery items that have not yet been paid for in full with the credit institution concerned.

The Purchaser shall notify the Supplier in writing of any obvious defects within one week of receipt of the delivery at the latest. If the goods have hidden defects, the Purchaser is obliged to report these in writing immediately after discovery. The notification of defects must include the serial number of the product and a description of the extent and nature of the defect. In addition, the customer must comply with the obligation to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). If the Purchaser fails to comply with the obligation to inspect and give notice of defects, his warranty claims shall lapse in this respect, unless the Supplier has fraudulently concealed the defect.

1. in the event of justified complaints, the supplier shall be entitled, at his discretion, to remedy the defect or to deliver a defect-free item.

2. if the subsequent performance has finally failed, the customer shall be entitled to reduce the price or withdraw from the contract.

3. claims for damages by the customer, regardless of the legal grounds, are excluded, unless otherwise stipulated below. Liability for damages exists insofar as we are legally liable for damages, in particular
- in cases of intentional acts by us, one of our representatives or vicarious agents,
- in cases of gross negligence by us, one of our representatives or one of our executives,
- in cases of culpable injury to life, limb or health,
- arising from the assumption of a guarantee,
- in accordance with the provisions of the Product Liability Act or
- in the event of culpable breach of such contractual obligations which make the proper execution of the contract possible in the first place and on the observance of which the customer may therefore rely (so-called cardinal obligations or essential contractual obligations), whereby liability in these cases is limited to the foreseeable damage typical for the contract.

4. claims and rights of the customer due to defects in newly manufactured items shall become statute-barred within a period of two years.

5. any liability for defects is excluded for used items, insofar as legally permissible.

6. wear parts such as nozzles, seals, mechanical seals, heating rods etc. are also excluded from defects or warranty claims.

7. the purchaser's rights in respect of defects presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

In the event of unforeseen events in Section V. of the General Terms and Conditions of Sale and Delivery, insofar as they change the economic significance or the content of the service not only insignificantly or have a considerable effect on the supplier's operations, and in the event of subsequent impossibility of performance, the supplier shall be entitled to withdraw from the contract in whole or in part.
The purchaser shall not be entitled to claim damages due to such withdrawal. If the Supplier wishes to make use of the right of withdrawal, it must inform the Purchaser of this immediately after realizing the consequences of the event, even if it has initially agreed an extension of the delivery period with the Purchaser.

The supplier has the right to withdraw from the contract or to postpone agreed deliveries without being held liable for missing, defective delivery or delay if the reasons for this are beyond his control, such as war, unrest, civil war, terrorism, intervention by the government or local authorities, fire, strike, lockout, export or import bans, failure of energy supply or other fortuitous events. In such a case, the customer is excluded from all claims.

In accordance with § 33 (1) of the Federal Data Protection Act, we would like to point out that all customer and supplier-related data is processed by us with the aid of electronic data processing.

For all disputes arising from the contractual relationship, the action is to be brought before the court responsible for the headquarters (registered office) of the supplier, provided that the purchaser is a registered trader. The Supplier shall also be entitled to bring an action at the Customer's principal place of business. The legal relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of the Hague Sales Convention.