§ 1 Scope of application
(1)These terms and conditions of business apply exclusively to entrepreneurs, corporate bodies under public law or special funds under public law within the meaning of § 310 paragraph 1 of the German Civil Code (BGB). Terms and conditions of the customer that contradict or deviate from our terms and conditions of business will only be recognised if we expressly agree to their validity in writing.
(2) These terms and conditions of business also apply to all future business transactions with the customer, insofar as these are transactions of a related nature.

§ 2 Offer and contract closing
If an order is to be regarded as an offer in accordance with § 145 of the German Civil Code (BGB), we may accept it within two weeks.

§ 3 Documents provided
We reserve our copyrights and the right of ownership to all documents provided to the customer in connection with the placing of an order, such as calculations, drawings etc. These documents may not be made accessible to third parties, unless we give the customer our express written consent. If we do not accept the customer’s offer within the period of § 2, these documents must be returned to us immediately.

§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices are quoted ex works excluding packaging and plus VAT (value added tax) at the currently applicable rate. Costs of packaging will be invoiced separately.
(2) Payment of the purchase price has to be made exclusively to the account mentioned overleaf. The deduction of a discount is only permitted with a special written agreement.
(3)

Unless otherwise agreed, the purchase price must be paid within 10 days after delivery. Interest on arrears will be charged at a rate of 8% above the respective base interest rate p.a. The assertion of a further claim for higher damages caused by default remains reserved.
(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in wage, material, distribution and delivery costs that are made 3 months or more after the conclusion of the contract.

§ 5 Rights of retention
The customer is only authorized to exercise a right of retention insofar as his counterclaim based on the same contractual relationship.

§ 6 Delivery time
(1) The beginning of the delivery period specified by us presupposes the timely and proper fulfilment of the customer’s obligations. We reserve the right to plead non-performance of the contract.
(2) If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased good shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
(3) In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a lump sum compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
(4) Further statutory claims and rights of the purchaser due to a delay in delivery shall remain unaffected.

§ 7 Transfer of risk in case of shipment
If the goods are shipped to the purchaser at the purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of title
(1) We reserve title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the purchased good if the purchaser acts in breach of contract. 
(2) As long as ownership has not yet been transferred to the purchaser, the purchaser shall be obliged to treat the purchased good with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at its replacement value. If maintenance and inspection work has to be carried out, the purchaser shall carry this out in good time at its own expense.  As long as ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.
(3) The purchaser is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing. The purchaser shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the purchaser meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. The extended reservation of title shall apply to each order.
(4) The processing of the object of sale by the purchaser shall always be carried out in our name and on our behalf. In this case the purchaser’s expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the item of the purchaser it to be regarded as the main item, it shall be deemed agreed that the purchaser transfers co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created for us. In order to secure our claims against the purchaser, the purchaser shall also assign to us such claims as accrue to him against a third party as a result of the combination of the conditional goods with real property; we hereby accept this assignment.
(5) We undertake to release the securities to which we are entitled at the request of the purchaser insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty, Notice of Defects, Recourse/Manufacturer’s Recourse
(1) Warranty rights of the purchaser presuppose that the purchaser has duly complied with its obligations to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(2) Claims for defects shall become statute-barred 6 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. Insofar as the law mandatorily prescribes longer periods in accordance with § 438 para. 1 po. 2 German Civil Code (BGB) (buildings and components for buildings), § 479 para. 1 German Civil Code (BGB) (right of recourse) and § 634a para. 1 German Civil Code (BGB) (construction defects), these periods shall apply. Our consent must be obtained prior to any return of the goods.
(3) If, despite all diligence and attention, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to provide supplementary performance within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
(4) If the supplementary performance fails, the purchaser may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
(5) There shall be no claims based on defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear and of damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective workmanship, inappropriate foundation soil or from particular external influences not assumed under the contract. If improper repair work or modifications are carried out by the purchaser or third parties, no claims for defects shall exist for these and the resulting consequences either.
(6) Claims of the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, wage and material costs, shall be excluded to the extent that expenses are increased because the goods delivered by us were subsequently transported to a location other than the purchaser’s branch office, unless such transport is in accordance with their intended use.
(7) The purchaser’s right of recourse against us shall exist only to the extent that the purchaser has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the purchaser’s right of recourse against the supplier.

§ 10 Other
(1) This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). 
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

Raesfeld, 26.11.2021