§ 1 Basis of contract, scope of application

The following General Terms and Conditions of Business and Delivery (GTCB) shall apply exclusively; we shall not recognize any terms and conditions of the contractual partner that conflict with or deviate from our GTCB unless we expressly agree to their validity in writing. Our GTC shall also apply if we carry out the delivery or service to the contractual partner without reservation in the knowledge of conflicting or deviating conditions of the contractual partner. The GTCP shall only apply to legal entities under public law, special funds under public law and entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

These GTC shall also apply to future transactions and the entire business relationship with the Purchaser. They shall apply to all deliveries and services by us.

§ 2 Offers, Conclusion of Contract

Our offers are subject to change unless otherwise agreed.

All agreements between us and the contracting party are set down in writing in the order or order confirmation. The contracting parties will immediately confirm verbal agreements in detail in writing. We will confirm incoming orders in writing. Our confirmation may also be made only upon issuance of the invoice.

§ 3 Deliveries

Performance and delivery dates are to be fixed according to the calendar, otherwise the performance and delivery time results from our usual organizational operating procedure. Unless otherwise agreed, we deliver "ex works". The regulations concerning the sale by shipment according to § 447 BGB (German Civil Code) shall apply, even if the shipment is carried out by our means of transport or by our employees. The customer shall record any transport damage - if necessary together with the carrier - and notify the carrier and us without delay.

We are entitled to make partial deliveries and provide partial services, provided that the contractual partner can reasonably be expected to accept the partial delivery or service. Compliance with and fulfillment of our delivery and performance obligations shall be conditional upon timely and proper delivery to us by our own suppliers. If we fail to deliver within the agreed period, the contractual partner shall be entitled to set a reasonable grace period for the contractually owed delivery or service. Only after the fruitless expiry of this period shall he be entitled to withdraw from the contract.

In the event of labor disputes, unrest, cases of force majeure and other unforeseeable damaging events for which we are not responsible, the performance and delivery period shall be extended by the duration of the disruption, insofar as this can be proven to have an influence on the provision of our performance. This shall also apply if these circumstances occur at our suppliers. If the disruption lasts longer than four weeks after the originally agreed deadline has expired, either party may withdraw from the contract. The withdrawal shall extend to the part of the contract not yet fulfilled insofar as the partial deliveries or services provided are not unusable for the contractual partner.

§ 4 Shipping, packaging, payments

The contractually agreed and invoiced prices "ex works" shall apply. The costs of packaging, transport such as freight, loading, transport insurance shall in principle be borne by the contractual partner.

We reserve the right to change our prices accordingly if, after conclusion of the contract, cost reductions or cost increases occur, in particular due to collective wage agreements or changes in raw material or material prices. We will provide evidence of these to the customer upon request.

All invoices are due for payment within ten days of dispatch of the invoice (invoice date) net without deduction of discounts. If the contractual partner does not pay within this period, he shall be in default of payment.

The contractual partner shall only have fulfilled its payment obligation upon final crediting of the payment amount to us.

§ 5 Retention of title

We retain title to the delivery items until all claims arising from the order and the business relationship with the contractual partner have been fulfilled (reserved goods). If a current account relationship exists, the retention of title shall also apply to the acknowledged balance.

The contractual partner shall be entitled to dispose of the delivery items in the ordinary course of business as long as he meets his obligations arising from the order and the business relationship with us in due time.

The contractual partner already now assigns claims from the sale of goods subject to retention of title to us as security to the extent of the retention of title to the sold delivery items. We accept the assignment. The contractual partner shall remain authorized to include the claims even after assignment. Our authority to include the claims shall remain unaffected. However, we shall not collect the claims as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.

If this is the case, however, we may demand that the contractual partner inform us of the assigned claims and their debtors as well as all information required for collection, hand over necessary documents and inform the debtors of the assignment.

The contractual partner shall process the goods subject to retention of title on our behalf. In the event that the goods subject to retention of title are processed, combined or mixed with other items not belonging to us, the contractual partner hereby assigns co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items as security for our claim, with the proviso that the contractual partner shall keep the new item for us free of charge. All declarations of intent required for this are hereby made. In all other respects, the same shall apply to the item created by processing, combining or mixing as to the goods subject to retention of title.

If the realizable value of the existing securities exceeds the claims to be secured by more than 10%, we shall release securities to this extent at our discretion at the request of the contractual partner.

The contractual partner shall provide us with all necessary information on the stock of goods owned by us and on the claims assigned to us. The contractual partner shall inform us immediately of any compulsory execution measures by third parties against the goods subject to retention of title or against assigned claims as well as of any other impairments of our securities, handing over the documents necessary for an intervention or countermeasure. The costs of extrajudicial efforts for release and recovery shall be borne by the contractual partner. This shall also apply to the costs of a justified judicial intervention if these cannot be recovered from the third party.

The contractual partner shall handle the goods subject to retention of title with care, insure them against fire, theft and other damage at his own expense and provide evidence of the insurance cover upon our request. He hereby assigns his claims from such insurance contracts to us.

§ 6 Warranty

The contractual partner must give written notice of obvious defects immediately after receipt of the delivery items. Hidden defects must be reported in writing immediately after discovery.

In the event of a justified complaint, we shall be entitled, at our discretion, to make a replacement delivery or service or to rectify the defective delivery or service. In our choice of the type of subsequent performance, we shall take into account the nature of the defect and the legitimate interests of the contractual partner. We shall bear the expenses necessary for the purpose of subsequent performance. We shall not be liable for any additional costs arising from the delivery items being taken to a location other than the place of performance, unless the transfer is in accordance with the intended use of the delivery items.

If the subsequent performance fails, the contracting party may, at its option, reduce the price, withdraw from the contract or claim damages. If the Purchaser withdraws from the contract, it shall not be entitled to claim damages on account of the defect. If only part of a delivery of goods is defective, the contracting party may only withdraw from the entire contract if it has no interest in the remaining part of the delivery.

The contractual partner's right of recourse due to warranty rights from consumer goods purchase contracts (§478 BGB) shall only be available to the contractual partner against us insofar as the contractual partner has not reached an agreement with its customer that goes beyond the statutory claims for defects.

The contractual partner may only assert claims and rights due to a defect in the delivery items or our performance within a warranty period of 12 months from delivery of the goods. This shall not apply to claims and rights for which the law mandatorily prescribes longer periods in accordance with § 438 Paragraph 1 No. 2 of the German Civil Code for buildings and building materials and in accordance with § 479 Paragraph 1 of the German Civil Code for recourse claims arising from contracts for the sale of consumer goods and in accordance with § 634 a Paragraph 1 No. 2 of the German Civil Code for buildings and related planning and monitoring services.

§ 7 Limitation of liability

The above paragraphs conclusively contain our liability and warranty for the delivery items and our services and obligations and exclude other warranty and damage claims of any kind and without regard to the legal nature of the asserted claim, in particular due to breach of duty from a contractual obligation, from tort and for claims for compensation for lost profits or due to other financial losses of the contractual partner. This shall not apply to the assumption of a guarantee or a procurement risk, to liability under the Product Liability Act, to liability for damages resulting from culpable injury to life, limb, health or essential contractual obligations. In the event of culpable breach of material contractual obligations, we shall be liable - except in cases of intent, gross negligence and liability for damages arising from injury to life, limb or health - only for reasonably foreseeable damage typical of the contract. In this case, our liability shall be limited to the amount of coverage of 5,000,000 euros resulting from the business liability or pecuniary loss liability insurance. This does not imply a change in the burden of proof to the detriment of the contractual partner. This as well as any limitation of liability in these GTC shall also apply to the personal liability of our employees, legal representatives and vicarious agents.

§ 8 Assignment/Compensation

The contractual partner is prohibited from assigning claims against us to third parties without our consent or from pledging such claims. Offsetting against counterclaims is only permissible if these have been recognized or legally established.

§ 9 Place of performance and jurisdiction

Place of performance for all obligations arising from the contract or the business relationship is D-Ravensburg.

The place of jurisdiction for contracts with merchants is Ravensburg in Germany. This shall also apply to disputes in proceedings involving documents, bills of exchange or checks. However, we are also entitled to sue the contractual partner at his general place of jurisdiction (place of residence or place of business).

The contractual relations shall be governed exclusively by the law of the Federal Republic of Germany. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG-Vienna Sales Convention) is excluded.

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