General Terms and Conditions of Business

Deliveries, services and offers are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These provisions shall be deemed accepted at the latest upon receipt of the goods or services. The general terms and conditions of the buyer, in particular purchasing conditions, are hereby expressly rejected, i.e. they are not recognised even if we do not expressly reject them again after receipt. Deviations from these terms and conditions are only effective if we confirm them in writing.

2.1 All offers are subject to change and non-binding and are understood to be subject to self-supply by our supplier. A contract is concluded with the written order confirmation or by acceptance of the delivery/service by the customer.

2.2 We are entitled to withdraw from contracts if facts occur which show that the customer is not creditworthy. The customer agrees that we may query his creditworthiness via SCHUFA, among others.

2.3 We reserve the right to make reasonable technical and design deviations from information in brochures, catalogues and written documents, as well as model, construction and material changes in the course of technical progress and further development, without this giving rise to any rights against us.

2.4 Unless otherwise agreed, prices are exclusive of packaging, transport, freight insurance and – with the exception of export transactions – statutory value added tax.

2.5 Unless otherwise stated, we reserve the right to increase the price appropriately if cost increases occur after conclusion of the contract – in particular due to price increases by suppliers or exchange rate fluctuations.

2.6 We expressly reserve the right to make reasonable partial deliveries and invoice them.

2.7 Agreed delivery dates shall be deemed to have been met if the contractual product has been handed over to the carrier on the agreed delivery date, unless otherwise expressly agreed in writing. If the shipment of goods ready for dispatch is delayed for reasons for which we are not responsible, the contractual products may be stored at the customer's expense and risk.

2.8 Delivery dates stated by us are non-binding and are subject to timely delivery by our own suppliers as well as unforeseen circumstances and obstacles, regardless of whether these occur at our premises or at the manufacturer's, in particular force majeure, government measures, failure to obtain official permits, industrial disputes of any kind, sabotage, shortage of raw materials, delayed deliveries of materials through no fault of our own. Such events extend the delivery date accordingly, even if they occur during a delay that has already occurred. A period of grace, in this case possibly set by the customer, is also extended by the duration of the unforeseen event. If we are more than four weeks in default with a delivery, the customer may, after a period of grace set in writing, extend the delivery period by the duration of the unforeseen event, excluding other claims under §§ 280 ff. BGB to withdraw from the contract. A claim of the customer for damages due to delayed delivery is excluded in any case. We reserve the right to withdraw from the contract if the delay in delivery caused by one of the above-mentioned events lasts longer than 6 weeks and we are not responsible for this.

2.9 Any obligation on our part to take back transport packaging, outer packaging or sales packaging within the meaning of the Packaging Ordinance is expressly excluded.

3.1 The customer must check the goods immediately after receipt for completeness and conformity with the invoice. If a written complaint is not made within 8 days, the goods shall be deemed to have been delivered properly and in full, unless the defect is one that could not be detected during the inspection.

3.2 Insignificant defects that do not impair the functionality of the delivered goods do not entitle the customer to refuse acceptance.

3.3 In principle, the risk shall pass to the customer upon handover of the contractual product to the carrier, forwarding agent, their representatives or other persons named by us. This shall also apply if carriage paid delivery has been agreed. Incoterms of the respective valid version must be agreed separately in order to be valid. If the shipment is delayed or becomes impossible through no fault of ours, the risk shall pass to the customer upon notification of readiness for shipment.

4.1 The goods shall remain our property until full payment has been made (goods subject to retention of title). Any treatment or processing shall always be carried out for us as the manufacturer within the meaning of § 950 BGB, without any obligation on our part. If the goods subject to retention of title are processed or combined with other goods, we shall in principle acquire a co-ownership share in the new item, in the case of processing in the ratio of the value of the goods subject to retention of title to the value of the new item, in the case of combination in the ratio of the value to the value of the other goods. Should the customer become the sole owner, he hereby grants us co-ownership in the ratio of the aforementioned values and shall store the item for us free of charge. If the goods resulting from processing or combination are resold, the advance assignment agreed below shall only apply to the value of the reserved goods.

4.2 The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted. The purchaser hereby assigns to us in full by way of security all claims arising from the resale or any other legal grounds (insurance, tort, etc.) in respect of the reserved goods (including all balance claims from the current account). We revocably authorize him to collect the claims assigned to us for his account in his own name. The authorization to collect shall in no way constitute an authorization pursuant to Section 185 (1) BGB, in particular not the consent to dispose of the claim by way of other assignment. An assignment is generally not permitted unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately when the factoring proceeds are credited. The collection authorization can only be revoked if the buyer does not properly meet his payment obligations to us.

4.3 If third parties seize the goods subject to retention of title, the buyer shall draw attention to our ownership and inform them immediately.

4.4 If the Buyer is in default of payment or culpably fails to fulfill other essential contractual obligations, we shall withdraw from the respective contract after unsuccessfully setting a grace period and shall be entitled to take back the goods subject to retention of title or, if applicable, to demand assignment of the Buyer's claims for return against third parties. The goods shall be taken back at the current daily price, but not exceeding the amount of the original purchase invoice. If we take back or seize the goods subject to retention of title, this shall not constitute a withdrawal from the contract unless the Instalment Purchase Act applies.

5.1 Unless otherwise agreed, invoices are payable in advance, cash on delivery, cash on delivery crossed check or upon collection. Delivery shall always be freight collect, i.e. at the expense of the buyer by parcel service, forwarding agent or own vehicle, unless expressly agreed otherwise.

5.2 We shall be entitled to offset payments against the Buyer's older debts by way of current account, despite any provisions of the Buyer to the contrary. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal claim. The buyer must be informed of this.

5.3 A payment shall only be deemed to have been made when we can dispose of the amount. Checks shall only be accepted on account of performance and shall only be deemed payment after they have been cashed.

5.4 If the Buyer is in default of payment, we shall be entitled to charge interest on the basis of Section 247 (1) BGB from the relevant date. We are entitled to provide evidence of higher interest damages.

5.5 We are entitled to charge a processing and cost reimbursement fee of a maximum of € 35 per case in the event of chargebacks of payment amounts for which the Buyer is responsible, in particular due to a lack of funds in the account.

5.6 All claims shall become due immediately if the customer defaults on the fulfillment of one or more obligations, culpably fails to comply with other material obligations under the contract or if we become aware of circumstances that are likely to reduce the creditworthiness of the customer, in particular, inter alia, suspension of payments, pendency of a settlement or insolvency. In such cases, we shall be entitled to withhold outstanding deliveries or to perform only against advance payments or securities.

5.7 The Buyer shall only be entitled to offset or exercise a right of retention if the counterclaims have been legally established or are undisputed.

6.1 If the item is defective within the meaning of § 434 BGB, the Buyer may demand subsequent performance under the conditions of § 437 No. 1 BGB. The item is defective if it deviates from the contractually agreed quality. If the quality has not been contractually agreed, the item is free of defects if it is suitable for the use stipulated in the contract or has a quality that is customary for items of the same type and can be expected by the buyer according to the type of item. However, the parties are aware that, given the state of the art, it is not possible to exclude defects in the products under all conditions of use

6.2 Excluded from the warranty are in particular defects or damage attributable to: operational wear and tear and normal wear and tear, improper use, operating errors and negligent behavior on the part of the customer, operation with the wrong type of current or voltage and connection to unsuitable power sources, fire, lightning, explosion or mains-related overvoltages, moisture of any kind, incorrect or faulty program, software and/or processing data and any consumable parts, unless the customer proves that these circumstances are not the cause of the defect complained of. The warranty shall also lapse if the serial number, type designation or similar markings have been removed or made illegible and in the event of a breach of the manufacturer's warranty provisions, unless already stated.

6.3 The statutory limitation period within the EU for new goods is generally 2 years, unless shorter warranty periods have been agreed in individual contracts. This warranty period begins with the transfer of risk within the meaning of section 3.3, is a limitation period and also applies to compensation for consequential damages, provided that no claims in tort are asserted. The warranty for used products, so-called B-goods, is excluded.

6.4 Obvious defects must be reported in writing by the buyer immediately, i.e. without culpable delay, but at the latest within 8 days. The statutory provisions apply to hidden defects. If the purchased product demonstrably already had a defect at the time of purchase, we shall primarily have the choice between repair service or replacement delivery. We may refuse subsequent performance if it is de facto impossible or unreasonable or involves disproportionate costs. We reserve the right to a grace period of 4 weeks from delivery of the defective product for subsequent performance. Only in the second instance can the buyer either withdraw from the contract or reduce the purchase price. However, the buyer can only demand rescission of the purchase contract after the supplementary performance has failed twice. However, the buyer may not withdraw from the contract if the defect is only minor. In the event of withdrawal or rescission, the customer shall be credited the amount resulting from the purchase price less the value of the benefits of use resulting from the ratio of the use of the item by the buyer to the expected useful life.

6.5 In the event of incorrect deliveries for which we are responsible, the customer must return the goods to us within 5 days (export customers within 10 days). After expiry of this period, we reserve the right to buy back the goods only at the current market price.

6.6 The buyer is obliged to give us the opportunity to inspect and check the defective object of purchase. In the event of a warranty claim, the defective part or device and a precise description of the fault, stating the model and serial number and a copy of the invoice with which the device was delivered, must therefore be sent to us for repair. The devices must arrive carriage paid. We will refuse to accept devices sent to us carriage forward. If parts, assemblies or entire appliances are replaced, new warranty periods shall only apply to the repaired or replaced components. The warranty is therefore only limited to the replaced part. When sending in the devices to be repaired, the buyer must ensure that any data on them that is essential to him is backed up by copies, as this may be lost during repair work. We accept no liability for lost data and any resulting consequential damage.

6.7 In the event of repair work, we shall assume the labor costs and costs associated with the repair work. We shall only bear the ancillary costs associated with a replacement delivery, in particular the transportation costs for the replacement part, insofar as these other costs are not disproportionate to the order value.

6.8 Replaced parts shall become our property.

6.9 If the examination of a notice of defect shows that there is no warranty case, we shall be entitled to demand compensation for all expenses. The costs of inspection and repair shall be charged at our current service prices. Otherwise, our current service conditions shall apply.

7.1 We do not accept any warranties of quality from manufacturers and suppliers. We are also not liable for loss of profit or other financial losses of the buyer. Warranty commitments of a third-party manufacturer are merely passed on by us without, however, assuming them ourselves in a legally binding manner.

7.2 This exclusion of liability shall not apply if the cause of the damage is based on intent or gross negligence.

7.3 The above exclusions and limitations of liability shall not apply to claims under the Product Liability Act. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

8.1 The customer is not authorized to modify software, adapt it for use on incompatible hardware or edit it in any other way. The customer may not remove, alter, cover or in any other way make unrecognizable any references to copyrights, trademarks or other industrial property rights on the contractual products.

8.2 Insofar as the delivered products were manufactured according to the customer's designs or instructions, the customer shall indemnify us against all claims asserted by third parties due to the infringement of industrial property rights and copyrights.

9.1 Products delivered by us are intended for use and to remain in the country of delivery agreed with the customer. The re-export of contractual products is subject to authorization by the customer and is subject to the foreign trade regulations of the Federal Republic of Germany; in the case of products imported from the USA, the export control regulations of the United States of America. The customer must independently inquire about this in accordance with the German regulations at the Federal Export Office, 65760 Eschborn/Taunus and the US regulations at the US Department of Commerce, Office of Export Administration, Washington DC 20320.

9.2 Any onward delivery of contractual products by the Buyer to third parties, with or without our knowledge, shall simultaneously require the transfer of the export license conditions. The customer shall be liable to us for proper compliance with these conditions.

9.3 The buyer is obliged to compensate us for any damage arising from defective or deliberately incorrect information. In particular, any liability on our part arising from the consequences of incorrect information provided by the buyer regarding VAT exemption or the relevant data is excluded.

10.1 The law of the Federal Republic of Germany shall apply to the Terms and Conditions and the entire legal relationship between us and the Buyer. The contractual relationship between the contracting parties shall be governed exclusively by German law. If the Buyer is a merchant within the meaning of the German Commercial Code (HGB) or a legal entity under public law, the German Distance Selling Act (FernAbsG) shall not apply as a pure consumer protection law. Ludwigsburg is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, we are entitled to sue the customer at any other legal place of jurisdiction. Furthermore, Murr is the place of performance and place of delivery within the meaning of the packaging regulations.

10.2 Should one or more provisions of these General Terms and Conditions be or become invalid or contain a loophole, the contracting parties undertake to enter into negotiations with the aim of replacing or supplementing the invalid or incomplete provision in such a way that the economic purpose of the intended provision is achieved as far as possible. The validity of the remaining provisions shall remain unaffected.

10.3 Order processing within our company is carried out with the aid of automatic data processing. The customer hereby gives his express consent to the processing of the data made known to us in the context of contractual relationships and necessary for order processing.