1 General

Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the purchaser that contradict 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 also apply if we execute the delivery to the purchaser unconditionally while being aware of conflicting or deviating conditions of the purchaser. All agreements made between us and the purchaser for the execution of this contract must be documented in writing in this contract. Our terms and conditions of sale also apply to all future business transactions with the purchaser.

2 Offer and Offer Documents

The seller’s offers are non-binding regarding price, quantity, delivery time, and delivery availability. The buyer’s orders only become binding for the seller upon written or printed confirmation from the seller (including invoice or delivery note).

3 Prices and Payment Terms

The statutory value-added tax (VAT) is not included in our prices; it is shown separately on the invoice at the statutory rate applicable on the invoice date. Our invoices are payable within 30 days from the invoice date net or within 8 days with a 2% discount. If the purchaser defaults on payment, we are entitled to charge default interest at a rate of 5% above the current discount rate of the Deutsche Bundesbank per annum. If we can prove a higher damage due to delay, we are entitled to claim it. However, the purchaser is entitled to prove that we have suffered no damage or significantly less damage as a result of the delay in payment. The purchaser is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognized by us. Furthermore, they are only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.

4 Delivery Time

The delivery time begins with the date of the order confirmation, provided that the purchaser has fulfilled all contractual obligations, particularly clarified all technical questions and submitted all necessary documents related to the order. If we are in default due to reasons for which we are responsible, liability for damages due to ordinary negligence is excluded. If the purchaser sets us a reasonable grace period with a threat of rejection after we have already fallen into default, they are entitled to withdraw from the contract if the grace period expires unsuccessfully. Claims for damages due to non-fulfillment are limited to foreseeable damages, and only if the delay was caused by intent or gross negligence. Otherwise, liability for damages is limited to 50% of the incurred damage. The above limitations of liability do not apply if a commercial fixed-date transaction has been agreed upon or if the purchaser can claim that their interest in contract fulfillment has ceased due to the delay for which we are responsible. If the purchaser is in default of acceptance or otherwise violates their cooperation obligations, we are entitled to claim the damages incurred, including any additional expenses. In this case, the risk of accidental loss or deterioration of the purchased goods passes to the purchaser at the time they enter default in acceptance.

5 Transfer of Risk

Unless otherwise stated in the order confirmation, delivery is agreed to be “ex works”.

6 Defects and Warranty

The purchaser’s warranty rights require that they have duly fulfilled their inspection and notification obligations under §§ 377, 378 of the German Commercial Code (HGB). If the delivered goods are defective due to reasons for which we are responsible, we are entitled, at our discretion, to either remedy the defect or provide a replacement delivery. If we opt for defect rectification, we are obliged to cover all expenses required for rectification, including transportation, travel, labor, and material costs, unless these expenses increase due to the goods being moved to a location other than the place of performance. If we are unwilling or unable to remedy the defect or provide a replacement—particularly if the delay extends beyond reasonable periods for reasons we are responsible for—the purchaser is entitled to withdraw from the contract or demand a corresponding price reduction. Unless otherwise specified below, further claims of the purchaser—regardless of their legal basis—are excluded. We are not liable for damages that do not affect the delivery item itself, particularly not for lost profits or other financial losses of the purchaser. This limitation of liability does not apply if the cause of damage is based on intent or gross negligence, although liability is limited to foreseeable damages. The limitation also does not apply if a warranted property of the item, in the sense of §§ 463, 480 (2) BGB, is missing, and the incurred damage is based on this absence. Beyond the scope of liability defined in paragraphs (4) and (5), any additional liability is excluded to the extent permitted by law. The warranty period is six months from the transfer of risk. This period constitutes a limitation period and also applies to claims for compensation of consequential damages, unless claims from unlawful acts are asserted.

7 General Liability

If our liability for damages is excluded or limited under § 6 paragraphs (4) to (6), this also applies to all claims arising from pre-contractual obligations, breach of ancillary obligations, and product liability under § 823 BGB. The regulation in paragraph (1) does not apply to claims under §§ 1, 4 of the German Product Liability Act. The same applies in cases of initial impossibility or impossibility for which we are responsible. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, representatives, and agents. The limitation period for claims between the supplier and the purchaser is governed by § 6 paragraph (7), unless claims under producer liability pursuant to §§ 823 et seq. BGB are concerned.

8 Retention of Title

We retain ownership of the purchased goods until all claims arising at the time of this contract conclusion—including claims from additional orders, repeat orders, and spare part orders—have been settled. The purchaser is entitled to resell the goods in the ordinary course of business; however, they already assign to us all claims arising from resale against their customers or third parties up to the invoice amount (including VAT). We undertake to release the securities due to us upon the purchaser’s request, insofar as the value of our securities exceeds the secured claims by more than 20%; the selection of securities to be released is at our discretion.

9 Jurisdiction and Place of Performance

The place of jurisdiction is our company headquarters; however, we are also entitled to sue the purchaser at their place of residence. Unless otherwise stated in the order confirmation, our company headquarters is the place of performance.