General Terms and Conditions of Order

General Terms and Conditions of Order

Our general terms and conditions for download in PDF format

General conditions of sale

Our general terms and conditions of sale for download in PDF format

§ 1 Validity of the conditions

(1) Our following terms and conditions of purchase apply to all transactions concluded between us and the supplier. They also apply to all future business relationships, even if they are not expressly agreed again.

(2) Any deviating terms and conditions of the supplier that we do not expressly accept are not binding for us, even if we do not expressly object to them. Our following terms and conditions of purchase shall apply even if we unconditionally accept the seller's delivery despite being aware of conflicting or deviating terms and conditions.

(3) Our terms and conditions of order shall only apply to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Offer, acceptance, subsequent contract changes

(1) Orders, agreements and changes are only binding if they are issued or confirmed by us in writing.

(2) Orders placed by us without a deadline for acceptance can only be accepted by the supplier within a reasonable period of time, but no later than two weeks from the date of the order.

(3) Drawings, plans, and other documents included in the order remain our property. We reserve all copyrights to these documents. If the supplier does not accept our offer within the period specified in paragraph 2, these documents must be returned to us immediately.

(4) The complete transfer or subcontracting of the ordered deliveries and services to third parties requires our written consent, unless it merely involves the supply of marketable parts.

(5) For devices, technical descriptions and operating instructions must be provided free of charge. For software products, the complete system documentation and user documentation must be provided. For programs specially developed for us, these must be provided including the source code.

(6) Cost estimates are binding and are not subject to remuneration unless we have expressly agreed otherwise.

(7) If the supplier’s order confirmation deviates from our order, the contract shall only be concluded if we have been expressly informed of this deviation and have agreed to it in writing.

§ 3 prices

(1) The price stated in the order is binding. Unless otherwise agreed, the price includes statutory value-added tax and delivery "free domicile" (freight, postage, and packaging).

(2) For deliveries "ex works," the supplier is obligated to choose the most cost-effective shipping method. Additional costs shall be borne by the supplier.

(3) Unless another currency is expressly stated, prices are in euros.

§ 4 Transfer of risk, ownership

(1) In the case of delivery without installation and assembly, the risk shall pass to us upon receipt of the delivery at the delivery address specified by us.

(2) For deliveries including installation or assembly, the risk shall pass to us upon successful completion of acceptance. Commissioning or use does not replace acceptance.

(3) The costs of transport insurance shall be borne by the supplier.

(4) Ownership of the delivered goods shall pass to us upon payment. Any extended or expanded retention of title is excluded.

§ 5 Delivery and guarantee of quality

(1) The supplier is obligated to package the goods for the necessary transport in such a way that damage is avoided during normal handling of the goods. The packaging and shipping regulations must be observed. The supplier shall bear the costs of packaging.

(2) Delivery notes or packing slips must be enclosed with each delivery. All delivery items must include the order numbers and the markings required in the order.

(3) The supplier is obligated to take back the packaging at its own expense upon our request. If, in exceptional circumstances, we agree to dispose of the packaging, we are entitled to invoice the supplier for the disposal at the verifiable cost price.

(4) We accept the delivered goods subject to the express reservation of inspection for defects, contractual quality, guaranteed properties, completeness and the assertion of the contractual penalty in accordance with Section 20.

(5) Delivery shall be made only in the quantities or packaging units specified by us in the order and on the respective dates. Partial deliveries require our prior approval and will only be accepted upon reimbursement of our costs.

(6) The supplier is fully responsible for the quality of the supplies and services required for the deliveries – even if the supplier is not at fault.

(7) If a carrier's lien is asserted pursuant to Section 441 (1) of the German Commercial Code (HGB) due to an undisputed or legally established claim, the supplier must immediately redeem the carrier's lien. If immediate redemption does not occur despite a prior reminder from us after setting a reasonable deadline, the supplier assigns its right of redemption to us and entitles us to offset the expenses incurred for the redemption of the lien, to the extent that these are undisputed or legally established, against the claims arising from the delivery.

§ 6 Delivery times and place of performance

(1) Agreed delivery dates are binding. The timeliness of deliveries without assembly or installation shall be determined by the date of receipt at the shipping address provided by us. The timeliness of deliveries with assembly or installation, as well as of services, shall be determined by their provision in an acceptable condition.

(2) The place of performance for deliveries and services of the Supplier is the shipping address specified in the order. If no shipping address is specified and the place of performance is not determined by the nature of the contractual relationship, our home address shall be deemed the place of performance.

(3) If delays in delivery are expected or have occurred, the supplier must inform us immediately in writing.

(4) If the supplier fails to deliver or perform within a reasonable grace period set by us, we are entitled, even without warning, to refuse acceptance, withdraw from the contract, or demand compensation for non-performance. We are entitled to withdraw even if the supplier is not responsible for the delay. The supplier must bear any additional costs incurred by us as a result of the delay, in particular as a result of any necessary alternative procurement.

§ 7 Payment terms and offsetting

(1) Invoices must show the order numbers and the markings required in the order, as well as the date of the order and the article number.

(2) Invoices are payable within 14 days of proper invoicing with a 2% discount, or within 30 days of proper invoicing net. The date of payment shall be the day on which our bank receives the buyer's transfer order. The discount is also permissible in the case of offsetting or retention due to defects.

(3) However, the periods referred to in paragraph 2 shall not begin to run until the delivery and service have been completed and the contractually required documents and the invoice have been received, calculated from the latest date of receipt.

(4) Payments do not constitute acceptance of the delivery or service as being in accordance with the contract. In the event of faulty or incomplete delivery or service, we are entitled, without prejudice to our other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper fulfillment.

(5) We are entitled to rights of set-off and retention to the extent permitted by law.

§ 8 Duty to provide information

(1) The supplier must inform us immediately of any retention of title held by sub-suppliers.

(2) If we have informed the supplier of the intended purpose of the delivery or service or if this intended purpose is apparent to the supplier even without our express notice, the supplier is obliged to inform us immediately if, according to the supplier’s knowledge, the delivery or service is not suitable to fulfil the intended purpose.

(3) The supplier must immediately notify us in writing of any changes in the composition of processed materials or the design of similar services previously provided to us. Such changes require our express consent.

(4) Any safety-relevant defects subsequently discovered as a result of production observations must be reported to us without request, even after the warranty period has expired.

§ 9 Safety and environmental protection

(1) All deliveries and services must comply with environmental protection, accident prevention, and other occupational safety regulations, safety rules, and all legal requirements applicable in the Federal Republic of Germany that apply to the sale or use of such items, regardless of whether these provisions are based on laws, regulations, official provisions, or trade customs. Furthermore, the deliveries and services provided must comply with the requirements of the Ordinance on Hazardous Substances, the Electrical Equipment Act, and the safety recommendations of the relevant technical committees and associations (e.g., VDE, VDI, DIN). Relevant certificates, test reports, and verifications must be provided free of charge.

(2) The deliveries and services provided must comply with the current status of the relevant guidelines and laws regarding substance restrictions for the components used. The supplier may not use any prohibited substances. Avoidable and hazardous substances according to applicable laws and guidelines must be indicated by the supplier in the specifications. If applicable, the safety data sheets must be submitted with the offers and with the delivery note (at least in German or English) for the first delivery.

(3) The supplier must draw attention to specific hazards of its products in a clearly visible and understandable manner and must properly affix legally required markings to each delivery.

(4) Where required, packaging shall be marked with the "Green Dot" of the Dual System Germany (DSD). The seller warrants that the DSD license fee has been paid.

§ 10 Minimum wage

(1) The supplier undertakes to comply with the applicable statutory minimum wage regulations and to pay its employees who fall within the scope of the Minimum Wage Act at least the currently applicable statutory minimum wage.

(2) The supplier hereby expressly guarantees that it will pay its employees who fall within the scope of the Minimum Wage Act at least the currently applicable statutory minimum wage.

(3) We are entitled to request up-to-date evidence (timesheets, anonymised payroll and employee lists) from the supplier and the subcontractors employed by the supplier at any time.

(4) The supplier is obliged to ensure the corresponding obligation with the company commissioned by him and its subcontractors within the framework of the contract design.

(5) The supplier undertakes to contractually oblige subcontractors or their subcontractors engaged by him within the framework of the contractual relationship with us,
– to pay their employees who fall within the scope of the Minimum Wage Act at least the currently applicable statutory minimum wage,
– to provide us with the above-mentioned information and evidence of compliance with minimum wage payments (timesheets, anonymised pay slips and employee lists) upon request and
– as joint and several debtors, to indemnify us from our liability for the minimum wage if subcontractors or their subcontractors do not pay the statutory minimum wage to their employees who fall within the scope of the Minimum Wage Act.

(6) If the supplier and/or its subcontractors violate the obligation to pay the minimum wage, we shall be entitled to retain all or part of any payments due to the supplier, provided that the amount to be retained corresponds to our liability risk with regard to the minimum wage not paid in whole or in part.

(7) If the supplier culpably violates the obligation to pay the minimum wage, we are entitled to withdraw from the contract and claim damages for non-performance.

(8) The supplier undertakes to indemnify us against our obligation to perform in the event of claims being made by employees of the supplier or employees of subcontractors engaged within the framework of the contractual relationship.

(9) Further claims for damages remain expressly reserved.

§ 11 Import and export

(1) For deliveries and services originating from an EU country outside Germany, the supplier’s EU VAT identification number must be stated.

(2) Imported goods must be delivered duty paid. The supplier is obliged to provide, at its own expense, any declarations and information required under Regulation (EC) No. 1207/2001, to permit inspections by the customs authorities, and to provide any necessary official confirmations.

(3) The supplier is obliged to inform us in detail and in writing of any licensing requirements for (re)exports in accordance with German, European and US export and customs law as well as export and customs regulations of the country of origin of the delivery and services.

§ 12 Assurance regarding certificates

(1) The supplier guarantees us that all documents and records provided by him which are issued by authorities or other third parties (e.g. certificates of origin, transport certificates, etc.) are authentic and valid documents.

§ 13 Assurance of conformity

(1) The supplier assures us that the agreed and prescribed weight, dimensions and quality specifications will be complied with.

(2) If the supplier has received plans, drawings or other special requirements from us, according to the content of which the delivery and service is to be performed, the conformity of the delivery and service with the requirements shall be deemed to be expressly guaranteed.

§ 14 Liability for defects, shortages, breaches of secondary obligations and consequential damages

(1) The supplier is obliged to compensate us for any damages and expenses, including any legal costs and lost profits, which we incur as a result of a breach of the above assurances in Sections 12 to 13.

(2) We are entitled to all statutory claims for performance disruptions and warranty claims in full to the extent provided by law. In particular, we are entitled, at our discretion, to demand the rectification of the defect or the delivery of a defect-free item (subsequent performance). In this case, the supplier shall bear the expenses necessary for the purpose of rectifying the defect or delivering a defect-free item.

(3) If subsequent performance or replacement delivery is not made within a reasonable period of time, or if subsequent performance is dispensable by law, we shall have the right, at our discretion, to withdraw from the defective part of the contract or from the entire contract, or to reduce the price. Furthermore, we shall be entitled to claim damages in lieu of performance for defects and shortages, and to claim damages against the supplier for consequential damages or damages resulting from breaches of ancillary obligations. The supplier shall be liable for damages for any negligence. The right to reimbursement of wasted expenditure remains unaffected.

(4) The limitation period shall be – for claims arising from material defects, 36 months from the transfer of risk,
– for claims arising from material defects in connection with building materials installed by the seller, 5 years from the transfer of risk,
– for claims arising from defects of title, 36 months from the transfer of risk.
The limitation period shall be suspended for the period beginning with the dispatch of the notification of defects and ending with the fulfilment of the defect claim.

§ 15 Notice of defects

(1) We are obliged to inspect the delivered goods within a reasonable period of time for any deviations in quality or quantity.

(2) Notices of defects shall be deemed to have been made in a timely manner if they are sent within 5 working days of the transfer of risk in the case of obvious defects and within 5 working days of their discovery in the case of hidden defects.

(3) If we return the defective goods to the supplier, we are entitled to charge the invoice amount plus a flat-rate expense fee of 5% of the price of the defective goods. We reserve the right to provide evidence of higher expenses. The supplier reserves the right to provide evidence of lower or no expenses.

§ 16 Indemnity from material and legal defects

(1) The supplier undertakes to indemnify us against any claims for personal injury, property damage, or financial loss asserted against us due to manufacturing defects in the goods or violations of regulations and/or third-party rights. This applies to all direct or indirect claims for damages, including those based on strict liability, that third parties may assert against us due to the further use of the delivery.

(2) With regard to the claims referred to in paragraph 1, the supplier is obligated to indemnify us against third-party claims for damages upon first request. The supplier must reimburse us for any expenses incurred in accordance with Sections 683 and 670 of the German Civil Code (BGB).

(3) If we are sued for alleged infringement of copyrights or industrial property and/or trademark rights as well as other regulations and/or rights of third parties and/or defects in the delivery item for which the supplier is responsible, the supplier shall provide us with suitable security in the amount of the amount claimed within one week of being informed of the filing of the action.

(4) Our rights under Section 478 of the German Civil Code (BGB) remain unaffected.

§ 17 Exemption from liability for advertising statements

(1) The supplier indemnifies us against all claims asserted by our customers based on advertising statements made by the supplier, its sub-supplier of the seller (as manufacturer within the meaning of Section 4 Paragraphs 1 or 2 of the Product Liability Act), or an agent of one of these, which would not have existed without the advertising statement, or would not have existed in this form or amount. This provision applies regardless of whether the advertising statement is made before or after the conclusion of this agreement.

§ 18 Technical documents and tools

(1) If we provide the supplier with technical documents or tools, etc., these remain our property.

(2) All trademark, copyright, and other intellectual property rights with regard to the technical documentation and tools referred to in paragraph 1 remain with us. The supplier is obligated to return them without request after the order has been fulfilled. The assertion of a right of retention by the supplier is excluded.

(3) The Supplier may use technical documents and tools only for the execution of the order. They may not be transferred to third parties without authorization or otherwise made accessible. Duplication is permitted only to the extent necessary to execute the order.

(4) If the supplier prepares technical documentation or tools at our expense, the above paragraphs shall apply accordingly. The supplier shall store the technical documentation and tools for us free of charge.

(5) The supplier is obligated to maintain and repair technical documentation and tools in accordance with paragraph 1 without separate remuneration, and to repair normal wear and tear. If the supplier commissions a third party to produce technical documentation and tools to execute the order, the supplier assigns to us any claims against the third party for transfer of ownership of the technical documentation and tools.

§ 19 Provision of materials

(1) If we provide material, the material provided shall remain our property and shall be stored by the supplier, without separate remuneration and with the care of a prudent businessman, separately from his other items and marked as our property.

(2) The material provided by us may only be used to fulfill the order. Any damage to the material provided must be compensated by the supplier.

(3) If the supplier processes or transforms the provided material, this activity shall be performed for us, and we shall become the direct owner of the resulting new item. If the provided material is only a part of the new item, we shall acquire co-ownership of the new item in proportion to the value of the provided material to the value of the other processed materials at the time of processing.

§ 20 Contractual penalty

(1) In the event of a delay in delivery, we are entitled to demand a contractual penalty of 0,5% of the delivery value for each completed week of delay, up to a maximum of 5%. We reserve the right to assert further damages. We are entitled to assert the contractual penalty in addition to fulfillment. The supplier is expressly permitted to provide evidence that we have not incurred any damages due to the delay or that the damages incurred due to the delay are significantly less than the flat rate.

(2) If the goods were not delivered or were not delivered in accordance with the agreed quality or packaging conditions, or if, in the absence of such conditions, they do not meet the minimum commercially acceptable quality standards, the supplier shall be obligated, in the event of negligence, to pay a contractual penalty amounting to 10% of the value of the delivery in question. We are entitled to claim the contractual penalty in addition to fulfillment. The supplier is expressly permitted to provide evidence that we have not incurred any damages as defined above or that the damages are significantly lower than the flat rate.

§ 21 Prohibition of assignment

(1) Without our express consent, the supplier may not transfer rights arising from delivery contracts concluded with us, either in whole or in part, to third parties.

Section 22 Confidentiality

(1) The supplier is obliged to treat all non-obvious commercial and technical details which become known to him through the business relationship with us as confidential and not to pass them on to third parties.

(2) Products manufactured with the aid of technical documents or tools within the meaning of Section 17 may not be published without our consent.

(3) We are entitled to store personal data of the supplier that is related to the business relationship.

§ 23 applicable law, place of jurisdiction, partial invalidity

(1) This business relationship and the entire legal relationship between us and the supplier shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions of German private international law.

(2) If the supplier is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office.

(3) Should any of these terms and conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions and agreements.

General conditions of sale

§ 1 Validity of the conditions

(1) Our deliveries, services, and offers are made exclusively on the basis of these Terms and Conditions. They therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These Terms and Conditions shall be deemed accepted upon receipt of the goods or services at the latest.

(2) Any deviating terms and conditions of the buyer that are not expressly accepted by us are not binding for us, even if we have not expressly objected to them. The following terms and conditions of sale shall apply even if we execute the buyer's order without reservation despite being aware of conflicting or deviating terms and conditions of the buyer.

(3) Our terms and conditions of sale apply only to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Offer, acceptance, subsequent contract changes

(1) Our offers are subject to change and non-binding unless we have expressly designated them as binding. We may accept orders from the buyer that qualify as an offer to conclude a purchase contract within two weeks by sending an order confirmation or by dispatching the ordered products within the same period. The same applies to additions, modifications, and ancillary agreements.

(2) In the contracts concluded pursuant to paragraph 1, all agreements made between the buyer and us for execution are set out in writing. Our employees and other agents are not authorized or empowered to make any changes or additions outside the scope of the contract as set out in writing.

(3) Drawings, illustrations, dimensions and weights or other performance data are only binding if expressly agreed in writing.

(4) We reserve all ownership, copyright, and other intellectual property rights to all illustrations, calculations, drawings, cost estimates, and other documents. The buyer may only disclose these documents to third parties with our written consent, regardless of whether we have marked them as confidential.

§ 3 prices

(1) The prices stated in our order confirmation shall apply.

(2) Additional deliveries and services will be charged separately.

(3) Unless another currency is expressly stated, prices are in euros plus VAT at the statutory rate as well as customs duties and other charges.

(4) Unless otherwise stated in the order confirmation, prices shall be ex works including packaging.

§ 4 payment

(1) Payments shall be made in euros upon invoicing, without deduction, within the agreed payment terms. Discounts are only permitted upon special written agreement between us and the buyer. The purchase price is due for payment without deduction immediately upon receipt of the invoice by the buyer, unless a different payment term is stated in the order confirmation.

(2) Default occurs 30 days from the invoice date or, if delivery occurs after the invoice date, 30 days from delivery. If the buyer defaults on payment, the statutory provisions apply. We are entitled to claim higher damages for default upon proof.

(3) Despite any contrary provisions of the buyer, we are entitled to initially credit payments against the buyer's older debt. If costs and interest have already been incurred, we are entitled to credit the payment first against the costs, then against the interest, and finally against the principal payment.

(4) Payment is only deemed to have been made when we have access to the amount. We accept bills of exchange, checks, and other payment instruments only by agreement, on account of performance, without guarantee of protest, and provided they are discountable. Discount fees are charged from the due date of the invoice amount. The buyer shall bear the costs of collection, bank interest, and fees. In the case of checks, payment is only deemed to have been made when the check is cashed.

(5) If the buyer fails to meet his payment obligations, in particular if he does not cash a check or ceases to make payments, or if we become aware of other circumstances that call into question the buyer's creditworthiness, we are entitled to demand payment of the entire outstanding debt, even if we have accepted checks. In this case, we are also entitled to demand advance payments or security.

(6) The buyer is only entitled to offset, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, acknowledged by us, or are undisputed. The buyer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 5 Delivery and service time

(1) Delivery dates or deadlines that have not been expressly agreed upon as binding are purely non-binding. The delivery period specified by us only begins once the technical issues have been clarified. Likewise, the buyer must fulfill all obligations incumbent upon him properly and on time.

(2) If the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 Paragraph 2 No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB), we shall be liable in accordance with the statutory provisions.

(3) If we are in default of delivery for reasons beyond our control, for example, due to force majeure, we are entitled to postpone performance for the duration of the disruption plus a reasonable start-up period, or to withdraw from the contract in whole or in part due to the part of the contract not yet fulfilled, provided this is reasonable for the buyer. If the disruption lasts longer than three months, the buyer is entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period. In this case, the buyer is not entitled to claims for damages. Our liability under paragraph 2 remains unaffected.

(4) If we are responsible for non-compliance with the delivery time, liability for damages in cases of slight negligence and if the delay is not based on the breach of a material contractual obligation (= an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer regularly relies and may rely) is limited to 0,5% per week of delay, but not more than 5% of the invoice value of the late delivery. In addition, the further provisions in Section 9 apply.

(5) The delivery period begins with the dispatch of the order confirmation, but not before the provision of the documents, approvals, and releases to be provided by the Buyer, as well as before receipt of the agreed down payment. Compliance with the delivery period is otherwise subject to the Buyer's fulfillment of its contractual obligations. The delivery period is deemed to have been met if the delivery item has left the factory or if readiness for dispatch has been communicated by the delivery period.

(6) If shipment is delayed at the buyer's request, the buyer will be charged the storage costs incurred for storage at our facility, starting one month after notification of readiness for shipment, but at least 0,5% of the invoice amount for each month. However, we reserve the right, after setting and expiry of a reasonable period, to dispose of the delivery item otherwise and to deliver to the buyer within a reasonably extended period.

(7) If changes are made after the order has been confirmed, we reserve the right to adjust the delivery time.

(8) We are entitled to make partial deliveries and partial services at any time, provided this is reasonable for the buyer.

(9) If the buyer defaults on acceptance, we are entitled to demand compensation for the resulting damages and any additional expenses. The same applies if the buyer culpably breaches his or her duty to cooperate. Upon the buyer's default on acceptance or default of payment, the risk of accidental deterioration and accidental loss shall pass to the buyer.

§ 6 transfer of risk

(1) The risk shall pass to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for dispatch. If dispatch becomes impossible through no fault of our own, the risk shall pass to the buyer upon notification of readiness for dispatch.

(2) This provision on the transfer of risk shall also apply if partial deliveries are made or if we have undertaken to provide other services such as payment of shipping costs, delivery or installation.

(3) At the buyer’s request, we will insure the shipment against transport damage at the buyer’s expense.

§ 7 Retention of title

(1) Until all claims, including all current account balances, that we are entitled to against the buyer now or in the future, have been settled, the delivered goods (reserved goods) remain our property. In the event of breach of contract by the buyer (e.g., default in payment), we have the right to take back the reserved goods after setting a reasonable deadline.

(2) If we take back the reserved goods, this constitutes a withdrawal from the contract. If we seize the reserved goods, this constitutes a withdrawal from the contract. We are entitled to sell the reserved goods after they have been taken back. After deducting a reasonable amount for the costs of sale, we will offset the proceeds from the sale against the amounts owed by the buyer.

(3) The Buyer shall treat the reserved goods with care and, at its own expense, adequately insure them against fire, water, and theft damage at their replacement value. Any necessary maintenance and inspection work shall be carried out by the Buyer in a timely manner at its own expense.

(4) The buyer is entitled to sell and/or use the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledging or transferring ownership by way of security is prohibited. The buyer hereby assigns to us in full, as security, any claims arising from the resale or any other legal grounds (insurance, tort) relating to the reserved goods (including all balance claims from current accounts). We hereby accept the assignment.

(5) We revocably authorize the buyer to collect the claims assigned to us for our account in his own name. This direct debit authorization may be revoked at any time if the buyer fails to properly fulfill his payment obligations. The buyer is also not authorized to assign this claim for the purpose of collecting the claim by way of factoring, unless the factor is simultaneously obligated to pay the consideration in the amount of the claim directly to us for as long as our claims against the buyer still exist.

(6) Any processing or transformation of the reserved goods by the buyer is always carried out for us. If the reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (invoice amount including VAT) to the other processed items at the time of processing. The same applies to the new item created through processing as to the reserved goods. The buyer shall keep the resulting sole or co-ownership of the item safe for us.

(7) In the event of the inseparable mixing of the reserved goods with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (invoice amount including VAT) to the other mixed items at the time of mixing. If, as a result of the mixing, the buyer's item is to be regarded as the main item, the buyer and we agree that the buyer shall transfer to us proportionate co-ownership of this item; we hereby accept the transfer. The buyer shall keep the sole or co-ownership of the item thus created for us in safe custody.

(8) In the event of third-party access to the reserved goods, in particular seizures, the buyer shall point out our ownership and notify us immediately so that we can enforce our ownership rights. To the extent that the third party is unable to reimburse us for the legal and extrajudicial costs incurred in this connection, the buyer shall be liable for these costs if they have culpably violated the obligation under sentence 1.

(9) We are obligated to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released shall be at our discretion.

§ 8 Warranty

(1) The purchaser shall inspect the delivery for proper condition immediately upon receipt in accordance with statutory provisions and shall notify us immediately of any defects, unless they are hidden defects. These must be reported immediately upon discovery.

(2) The buyer shall bear the burden of proof that the goods complained about are identical to those delivered by us.

(3) Following notification of defects, we are entitled to inspect the delivery, examine it immediately, and, against receipt, take back the delivery in whole or in part for further examination at our own expense. We retain the delivery for a reasonable period of time to conduct the necessary examinations. The buyer must refrain from any further mixing or processing, or any use or consumption that may increase the damage, until the defect has been identified by us or an expert appointed by us.

(4) If we deliver to a third party on behalf of the Buyer in a drop-shipping business, the Buyer must ensure that the third party fulfils the above-mentioned inspection and notification obligations and the resulting conduct obligations in the same way; otherwise, the Buyer shall be liable for the third party as for its vicarious agents in accordance with Section 278 of the German Civil Code (BGB).

(5) In the event of justified complaints about defects, we are obliged to provide subsequent performance – excluding the buyer's rights to withdraw from the contract or reduce the purchase price (reduction) – unless we are entitled to refuse subsequent performance due to statutory provisions. The buyer must grant us a reasonable period for subsequent performance. Subsequent performance may, at our discretion, be carried out by remedying the defect (repair) or delivering new goods. Additional costs for remedying the defect or providing replacement delivery that arise because the goods were transported to a location other than the place of performance for the further processing of the product shall be borne by the buyer.

(6) The buyer may demand withdrawal from the contract or a reduction in the purchase price in accordance with statutory provisions, but only after the unsuccessful expiration of two reasonable deadlines for subsequent performance, unless the setting of a deadline for subsequent performance is dispensable under statutory provisions. In the event of withdrawal, the buyer shall be liable for deterioration, loss, and unused benefits in the event of intent or negligence.

(7) If we fraudulently conceal a defect or if we provide a guarantee of quality within the meaning of Section 444 of the German Civil Code (BGB) (declaration by the seller that the object of purchase has a certain quality upon transfer of risk and that the seller will be liable for all consequences of its absence, regardless of fault), the buyer's rights shall be governed exclusively by the statutory provisions.

(8) The following provisions in Section 9 shall apply to any claims for damages and reimbursement of expenses by the Buyer.

(9) All information about our products, in particular the illustrations, drawings, weight, dimensions, and performance specifications contained in offers and printed materials, are to be regarded as approximate average values. They do not constitute guarantees of quality, but rather descriptions or markings of the goods. They are only to be considered as guarantees if they have been expressly designated as such by us to the buyer.

(10) Unless limits for deviations have been expressly agreed in order confirmations, deviations customary in the industry are permissible in any case.

(11) Any warranty for defects in the delivered goods resulting from normal wear and tear is excluded. For goods sold as used material, the buyer is not entitled to any claims for defects.

(12) If operating or maintenance instructions are not followed, changes are made to the deliveries or services, parts are replaced or consumables are used that do not comply with the original specifications, any warranty shall be void unless the customer proves that the defect is not due to this.

(13) The limitation period for claims for defects shall be 12 months. Excluded are claims
– due to a defect concerning a building or a building material which has caused the defectiveness of a building,
– due to a defect that was fraudulently concealed by the seller,
– due to missing characteristics of the delivery that were expressly guaranteed,
– due to defects in a third party’s real rights or rights otherwise registered in the land register,
– for claims for damages aimed at compensation for physical injury or damage to health due to a defect for which the seller is responsible and
– for claims based on intentional or gross negligence. In these cases, the statutory provisions remain in effect.

§ 9 Limitation of Liability

(1) In the event of breaches of duty, defective deliveries, or unlawful acts, we shall be liable for damages and reimbursement of expenses – subject to further contractual or statutory liability requirements – only in cases of intent or gross negligence. We shall also be liable for claims for damages or reimbursement of expenses caused by the Seller's simple negligent breach of contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the Buyer regularly relies or may rely (breach of a material contractual obligation). However, in the event of a slightly negligent breach of a material contractual obligation, our liability is limited to the typical contractual damage foreseeable at the time the contract was concluded.

(2) The exclusions and limitations of liability in paragraph 1 shall not apply
– in the case of a guarantee for the quality of the item within the meaning of Section 444 of the German Civil Code (see Section 8 paragraph 8),
– in the event of fraudulent concealment of a defect,
– in the event of violations of the minimum wage law,
– in the event of damages resulting from injury to life, body or health and
– in the case of mandatory liability under the Product Liability Act.

(3) All claims for damages against us, regardless of the legal basis, shall expire at the latest 12 months after delivery of the item to the buyer; in the case of tortious liability, from the time of knowledge or grossly negligent ignorance of the circumstances giving rise to the claim and the identity of the person liable for compensation. The provisions of this paragraph shall not apply in the case of liability for intent or gross negligence and in the cases specified in paragraph 2.

§ 10 Assembly

(1) Fixed installation prices generally apply only if the customer provides suitable, ready-to-use lifting equipment free of charge to us without any additional work. Furthermore, the internal transport of all parts to the installation site is provided by the customer and free of charge to us. The on-site services also include all foundation and chiseling work, power relocation, main connections, etc.

(2) Installation will be billed on a time-based basis unless a flat rate has been expressly agreed. The agreed amounts are exclusive of VAT at the applicable statutory rate.

(3) If the installation work has been lost or deteriorated prior to acceptance through no fault of our own, we shall be entitled to demand the installation price plus the saved expenses. The same applies if installation is impossible through no fault of our own. The buyer may request a repeat installation work if and to the extent that this is reasonable for us, particularly taking into account our other contractual obligations. For a repeat installation, a new fee based on the contractual prices shall be paid to the installation contractor.

(4) We are liable for assembly defects in accordance with Section 8 and for assembly delays in accordance with Section 5.

§ 11 Industrial property rights

(1) If claims are made against the buyer for infringement of an industrial property right or copyright, although the buyer uses the goods in the manner specified in the contract, we undertake to procure the right for the customer to continue using the goods.

(2) However, the buyer shall only retain the right under paragraph 1 if he informs us immediately and in writing of such third-party claims and we reserve the right to take all out-of-court defensive measures against the third party.

(3) If it is not possible for us to enable the buyer to continue using the goods in accordance with paragraphs 1 and 2 under economically reasonable conditions, we may, at our discretion, modify or replace the goods to remedy the legal defect, insofar as this is reasonable for the buyer, or take back the goods and refund the purchase price paid, less an amount taking into account the age of the goods.

(4) The buyer shall not be entitled to any further claims for infringement of property rights or copyrights, provided that no material contractual obligation has been breached (cf. Section 9 paragraph 1 sentence 2) and no breach of other contractual obligations has occurred intentionally or through gross negligence.

(5) We shall have no obligations under paragraphs 1 and 4 if the infringement of rights within the meaning of paragraph 1 was caused by the goods not being used in the manner specified in the contract or being used together with goods and services other than those supplied by the seller and the infringement of rights did not result directly from the incorporation of goods originating from us.

§ 12 Disposal

(1) The buyer shall ensure that the packaging is disposed of properly in accordance with statutory provisions.

(2) Disposal shall be at the Buyer's own expense. Upon resale of the goods or their components, the Buyer shall transfer this obligation to the next purchaser.

§ 13 Export Clause

(1) Deliveries and services are subject to the proviso that there are no obstacles to fulfilment due to national or international regulations, in particular export control regulations, embargoes or other sanctions.

(2) The Buyer undertakes to provide all information and documentation required for export/transfer and import. Delays due to export inspections or approval procedures will override deadlines and delivery times.

(3) By placing an order, the Buyer declares compliance with such laws and regulations and that the goods and services will not be delivered directly or indirectly to countries that prohibit or restrict the import of these goods. The Buyer declares that it will obtain all necessary export or import permits.

(4) Delays due to export inspections or approval procedures invalidate deadlines and terms. If required approvals are not granted or are revoked, we will set the buyer a reasonable deadline to obtain the approval or to revoke the revocation. If the reasonable deadline expires without result, we are entitled to claim damages from the buyer for failure to accept delivery. The buyer must be credited with any saved expenses.

§ 14 applicable law, place of jurisdiction, partial invalidity

(1) This business relationship and the entire legal relationship between us and the buyer shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions of German private international law.

(2) If the buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of jurisdiction.

(3) Should any of these terms and conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions and agreements.