GTCs

I. Preliminary remark:

1. The following sales and delivery conditions apply to all agreements made with us.
2. Any conflicting general terms and conditions of sale of the buyer are hereby contradicted.
3. Regardless of the above, individual agreements made in writing have priority.

II. Offer:

1. All offers in our sales lists are subject to change. When new price lists are sent, all previous price lists become invalid.
2. All agreements made with our representatives require our express and written confirmation.
3. Patterns and samples provided are intended for illustrative purposes only. Neither the same quality nor the same color or size are guaranteed. Tolerance deviations in accordance with the DIN regulations are deemed to have been granted.

III. Prices:

1. The price of the purchased item is ex works, without discounts or other discounts, plus sales tax (purchase price).
2. If the buyer is a legal entity under public law, a special fund under public law or a merchant for whom the contract is part of the operation of his commercial business, the seller's price valid on the day of delivery applies in all cases.

IV. Packaging and shipping:

1. All items are factory packed and bundled at our discretion.
2. Every shipment is carried out at the expense and risk of the buyer. We charge pallets at cost price. If the goods are returned freight-free, the full amount will be credited. Goods that have already been separated but not yet accepted by the customer are stored with us at the buyer's expense and risk.

V. Payment and late payment:

1. The purchase price and prices for additional services are due without deduction within 14 days of the invoice being issued or sent.
2. Money orders, checks and bills of exchange are only accepted by special agreement and only as payment. Discounting costs including bill of exchange charges will be invoiced to the buyer separately. They are due for payment immediately.
3. The buyer can only set off against the seller's claims if the buyer's counterclaim is undisputed or there is a legally binding title; He can only assert a right of retention if it is based on claims from the purchase contract.
4. If the payment deadline is exceeded, the seller is entitled to charge default interest at 2% p.a. above the discount rate of the Deutsche Bundesbank, plus VAT. The interest rates are to be set higher if the seller provides evidence of a charge with a higher interest rate.
5. If partial payments have been agreed, the entire remaining debt - regardless of the due date of any bills of exchange - becomes due for payment immediately if the buyer is 14 days in arrears with an installment, if he stops making payments, or if composition or bankruptcy proceedings are opened regarding his assets is requested.

VI. Deliveries and delivery delays:

1. Delivery dates or delivery periods, which can be agreed upon bindingly or non-bindingly, must be stated in writing. Delivery periods begin with the conclusion of the contract; If changes to the contract are subsequently agreed, a delivery date or delivery period must, if necessary, be agreed again at the same time.
2. The buyer can request the seller to deliver within a reasonable period of time six weeks after a non-binding delivery date or a non-binding delivery period has been exceeded. In addition to delivery, the buyer can only demand compensation for damage caused by the delay if the seller is guilty of intent or gross negligence. In the event of a delay, the buyer can also give the seller a reasonable grace period in writing, stating that he will refuse to accept the purchased item after the deadline has expired. After unsuccessful expiration, the buyer is entitled to withdraw from the purchase contract by means of a written declaration. Further claims, in particular compensation for damages due to non-performance, are excluded.
3. If a binding delivery date or binding delivery period has been agreed, the buyer's rights are also determined in accordance with the paragraph above.
4. Force majeure, riots, strikes, lockouts and significant operational disruptions through no fault of our own change the dates and deadlines mentioned above by the duration of the service disruptions caused by these circumstances.
5. Changes in design and shape, deviations in color, as well as changes to the scope of delivery on the part of the manufacturer remain reserved during the delivery period, provided that the purchased item is not significantly changed and the changes are reasonable for the buyer.

Sales and delivery conditions:

1. All offers in our sales lists are subject to change. When new price lists are sent, all previous price lists become invalid.
2. All agreements made with our representatives require our express and written confirmation.
3. Patterns and samples provided are intended for illustrative purposes only. Neither the same quality nor the same color or size are guaranteed. Tolerance deviations in accordance with the DIN regulations are deemed to have been granted.

VII. Retention of title:

1. All goods delivered by us remain our property until all claims that have arisen or will arise from the business relationship or any other legal basis, including the costs of any legal proceedings - including against third parties - have been completely paid off. The buyer is obliged to store the goods carefully and, upon request, to store and release them separately.
2. The buyer is entitled to resell or process the goods in the ordinary course of business.
3. If the buyer sells the goods delivered by us, he hereby assigns to us in full the claims against his buyer or third parties arising from the resale with all ancillary rights to secure our claim, even in the event that the delivered goods are installed in a property or building belonging to a third party. The buyer is authorized to collect these assigned claims for us as long as he properly meets his payment obligations, including to third parties.
4. We are entitled to revoke this authorization, to notify the third party of the assignment and to collect the claim ourselves as soon as our claim becomes due and the buyer is in arrears. In this case, in order to exercise our rights, the buyer is obliged to name the third-party debtor, to notify him of the assignment by confirming it to us and to provide us with all information and documents necessary to assert the claim. Upon request, a document confirming the assignment must be issued.
5. The retention of title also remains in effect if individual claims are included in a current invoice and the balance is drawn and recognized. If the buyer collects the claim, the collected amounts immediately become our property; The buyer must store them separately and deliver them to us immediately.
6. If the value of the securities given to us exceeds our delivery claims by more than 10%, a partial retransfer will be required at the buyer's request.
7. If we take back goods delivered due to retention of title, the buyer is liable for any shortfall in proceeds that results from a resale. The buyer is also responsible for the costs arising from the return.
8. In the event of access by third parties, in particular in the event of seizures, the buyer must immediately notify us in writing and immediately inform the third party of the retention of title.

VIII. Notices of defects:

1. Notifications of defects regarding the number of pieces, dimensions and shapes, as well as weight of the goods must be made immediately upon receipt of the goods. Otherwise the goods are deemed to have been accepted.
2. Defects in the physical condition must be reported in writing within 14 days of receipt of the goods. After the goods have been further dispatched by the buyer or after further processing, complaints about defects are excluded.

IX. Liability:

1. We guarantee that our goods have the contractually guaranteed properties at the time of delivery from our factory, correspond to the recognized rules of technology and are not afflicted with defects that affect the value or suitability for the usual use or the use required under the contract cancel or reduce.
2. If no separate limitation period has been agreed for the warranty, it is six months, calculated from the day of delivery ex works. The deadline begins separately for each delivery, including each partial delivery.
3. The scope of our liability is limited to the subsequent delivery of defect-free goods. At our discretion, we are also entitled to reduce the purchase price if the error that occurred does not significantly affect the use of the purchased item.
4. Liability for slight negligence is excluded. Otherwise, the amount of our liability is limited to the value of the goods of the respective delivery.

X. Place of performance and jurisdiction:

1. The place of performance for the delivery of the purchased item is the manufacturer's factory and for all other mutual claims the seller's registered office.
2. The exclusive place of jurisdiction for all current and future claims arising from the business relationship with merchants, including bills of exchange and check claims, is the location of the seller.
3. The same place of jurisdiction applies if the buyer does not have a general place of jurisdiction in Germany, moves his place of residence or usual place of abode outside of the country after conclusion of the contract, or his place of residence or usual place of abode is not known at the time the action is filed.