General Terms and Conditions

§ 1 Scope of application

(1) These Terms and Conditions of Sale apply exclusively and only to companies within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize any terms and conditions of the Customer that conflict with or deviate from these Terms and Conditions of Sale if we expressly agree to their validity in writing. (2) These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as these are legal transactions of a related nature.

§ 2 Offer and conclusion of contract

(1) If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

(2) Orders placed with sales representatives or commercial agents require the written consent of an authorized company representative in order to be valid.

(3) If the Buyer's financial situation becomes less favorable after conclusion of the contract, if we do not receive completely accurate information after conclusion of the contract or if payment of due items is not made as agreed, we shall be entitled, apart from any other rights to which we are entitled, to demand immediate payment of all invoice amounts and to demand suitable securities. In such cases, we shall also be entitled to withdraw from all contracts in whole or in part, insofar as they have not yet been completely fulfilled.

§ 3 Documents provided

We reserve ownership rights and copyrights to all documents provided to the customer in connection with the order placement, 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 specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and payment

(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Packaging costs shall be invoiced separately.

(2) Payment of the invoice amount must be made exclusively to one of the accounts specified on the invoice. The deduction of a cash discount is only permitted with a special written agreement.

(3) Unless otherwise agreed, the purchase price must be paid within 30 days of delivery. Interest on arrears shall be charged at a rate of 8 percentage points above the respective base interest rate per annum. We reserve the right to claim higher damages for default. (4) We reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract. (5) Our purchase price claims shall lapse after five years.

§ 5 Offsetting and rights of retention

The customer shall only be entitled to set-off if his counterclaims have been legally established or are undisputed. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

(1) The commencement of the delivery period stated by us shall be subject to the clarification of all technical questions and the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.

(2) If the customer 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 destruction or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

(3) The Buyer may not reject deliveries and partial deliveries before the expiry of the delivery period. The assertion of claims for compensation of any kind as a result of late delivery is excluded in any case.

§ 7 Transfer of risk on shipment

If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon shipment to the customer, at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 8 Retention of title

(1) We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.

(2) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. 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 (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.

(3) The customer is entitled to resell the goods subject to retention of title in the normal course of business. The customer hereby assigns to us the customer's claims from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

(4) The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire ownership of the new item in the ratio of the objective value of our purchased item to the other processed items 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 customer's item is to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to us and shall keep the sole ownership or co-ownership thus created for us. In order to secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

(5) We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and notice of defects

(1) Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with §§ 377 HGB. Should complaints arise despite the utmost care, obvious defects must be reported immediately, but at the latest within 8 days of receipt of the goods, hidden defects immediately after their discovery, otherwise the goods shall be deemed approved.

(2) Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The above provisions shall not apply if the law prescribes longer periods in accordance with § 438 para. 1 no. 2 BGB (buildings and items for buildings), § 479 para. 1 BGB (right of recourse) and § 634 a para. 1 BGB (building defects). Our written consent must be obtained before any goods are returned. The return costs shall always be borne by the customer.

(3) If, despite all due care, the delivered goods have a defect that already existed 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 must always be given the opportunity for subsequent performance within a reasonable period of time.

(4) In the event of a defect, there is no right to rescission, reduction or compensation. All further liability claims are also excluded, in particular for direct or indirect consequential and financial losses and for loss of profit. Our maximum liability for personal injury and property damage is the amount of cover agreed in our product liability insurance. These liability principles also apply to our employees, representatives and other vicarious agents.

(5) Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear and in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. No liability is accepted for repair work or modifications to the delivered products or the resulting consequences which are carried out either by purchasers or third parties not authorized by us in writing and/or improperly.

(6) Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's branch office, unless the transfer corresponds to their intended use.

(7) Recourse claims of the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer's right of recourse against the supplier.

(8) Further claims or claims other than those regulated here in § 9 of the customer against us and our vicarious agents due to a defect are excluded.

(9) In the event of fraudulent concealment of a defect or in the event of the assumption of a guarantee for the quality of the goods at the time of the transfer of risk within the meaning of § 444 BGB (declaration by the seller that the seller wishes to be responsible for all consequences of its absence regardless of fault), the rights of the purchaser shall be governed exclusively by the statutory provisions.

§ 10 Miscellaneous

(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 is Remscheid.

(3) All cases of force majeure, including all cases of mobilization, war, unrest, strikes, operational disruptions, restrictions and shortages of machinery and raw materials and supplies, give us the right to withdraw from assumed delivery obligations in whole or in part. Claims for damages by the buyer are excluded.

(4) Amendments and supplements to this contract must be made in writing. This also applies to the amendment of this written form clause. No verbal collateral agreements have been made.

(5) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills the gap.

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