TERMS AND CONDITIONS OF SALE

1. Scope of application

1.1. These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers ("Buyer"). The General Terms and Conditions of Sale shall only apply if the Buyer is an entrepreneur (Section 14 BGB), a legal entity under public law or a special fund under public law within the meaning of Section 310 (1) BGB.

1.2. Our General Terms and Conditions of Sale shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall also apply if the Buyer refers to its general terms and conditions in the context of the order and we have not expressly objected to the general terms and conditions.

1.3. These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of goods and the performance of services. It is irrelevant whether we manufacture the goods or procure the relevant services ourselves or purchase them from suppliers (§§ 433, 650 BGB).

1.4. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) and the terms contained in our order confirmation shall take precedence over these General Terms and Conditions of Sale.

1.5. Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g. notifications of defects, setting of deadlines, cancellation or reduction) must be made in writing. Further statutory formal requirements and further evidence (if necessary, in case of doubt about the legitimisation of the declaring party) remain unaffected.

 

2. Offer and conclusion of contract

2.1. Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to standards) and other product descriptions or documents (including in electronic form). We reserve ownership rights and copyrights to all documents provided to the Buyer in connection with the order placement. These documents may not be made accessible to third parties unless we give the Buyer our express written consent to do so.

2.2. The order of the goods and/or services by the Buyer is a binding contractual offer in accordance with § 145 BGB. If nothing to the contrary results from the order, we shall be entitled to accept this contractual offer within two weeks of its receipt by us.

2.3. The acceptance of the contract offer can be declared either in writing (e.g. by an order confirmation) or by delivery of the goods to the Buyer and/or rendering of the relevant services. If we as the seller do not accept the Buyer's offer within the period specified in clause 2.2, any documents sent to the Buyer must be returned to us immediately.

 3. Prices and payment agreements

3.1. Unless otherwise agreed in writing in individual cases, our current prices at the time of conclusion of the contract shall apply ex warehouse, plus statutory VAT. The cost of packaging shall be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labour, material and distribution cost for deliveries made 3 months or more after conclusion of the contract.

3.2. In the case of a sale involving the carriage of goods, the Buyer shall bear the transport cost ex warehouse and the cost of any transport insurance requested by the Buyer. We shall have the liberty to charge a reasonable fee covering the administrative effort of arrangement of the transport and it´s insurance. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

3.3. Payment of the purchase price shall be made exclusively to our bank account. The deduction of a cash discount is only permitted by special written agreement.

3.4. Unless otherwise agreed, invoices are due and payable within 14 days of their receipt. We are entitled at any time, even in the context of an ongoing business relationship, to make a delivery or performance of services in whole or in part only against advance payment if there is good reason for such advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

3.5. The Buyer shall be in default if the payment period expires. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate pursuant to Section 288 (2) of the German Civil Code (BGB). We reserve the right to assert further claims for damages caused by default. Our claim against merchants for commercial maturity interest in accordance with Section 353 German Commercial Code (HGB) remains unaffected.

3.6. We reserve the right to charge reasonable reminder fees covering the administrative effort of managing such reminders and follow up of outstanding payments.

3.7. If it is foreseeable after conclusion of the contract that our claim to payment of the purchase price is jeopardised due to the Buyer's inability to pay (e.g. due to an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for which the manufacture of non-fungible items (customised products) is owed, we may declare our withdrawal immediately. The statutory provisions on the dispensability of setting a deadline shall remain unaffected in this respect.

 

4. Rights of retention

The Buyer shall only be entitled to rights of set-off or retention if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship.

 

5. Delivery period and delay in delivery

5.1. The delivery period and/or performance times shall be agreed individually or specified by us upon acceptance of the order.

5.2. If we are unable to comply with contractually agreed delivery periods/performance times for reasons for which we are not responsible (“non-availability”), we shall inform the Buyer of this circumstance without delay and at the same time notify the Buyer of the expected or new delivery period/performance time. If a delayed delivery/service cannot be made/performed due to non-availability of the relevant goods or services even within the newly announced delivery period/performance time, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the Buyer (in the form of the purchase price payment). The non-availability of the goods/services is given, for example, if our supplier has not delivered to us on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (for example due to force majeure) or if we are not obliged to procure in individual cases.

5.3. Whether we as the seller are in delay of delivery/performance shall be determined in accordance with the statutory provisions. However, the prerequisite for a delay in delivery/performance by us as the seller is a reminder from the Buyer. If there is a delay in delivery/performance, the Buyer may claim lump-sum compensation for the damage caused by the delay. The liquidated damages shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay but shall not exceed a total of 5% of the value of the goods/services affected by the delay. We reserve the right to prove that the Buyer has suffered no damage or only less damage than the above lump sum.

5.4. The rights of the Buyer pursuant to Clause 10 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

 

6. Deliveries, transfer of risk, acceptance, default of acceptance

6.1. Delivery shall be ex warehouse. In case of deliveries, the warehouse is also the place of fulfilment for the delivery and the place for any subsequent fulfilment. If the Buyer wishes the goods to be sent to a different destination (sale to destination), the Buyer shall bear the cost of despatch. If nothing has been contractually agreed, we may determine the type of shipment (packaging, shipping route, transport company) ourselves.

6.2. The risk of accidental loss and accidental deterioration shall pass to the Buyer when the goods are handed over to the Buyer. In the case of a sale involving the carriage of goods, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay shall pass to the Buyer upon delivery of the goods to the forwarding agent or carrier. If acceptance of the goods/services is contractually agreed or provided for by law, this shall be decisive for the transfer of risk. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance of the goods.

6.3. If the Buyer is in default of acceptance, or our delivery is delayed for other reasons for which the Buyer is responsible, we shall have a claim against the Buyer for compensation for the damage incurred, including additional expenses (e.g. storage cost). If this is the case, we shall have the right to charge the Buyer liquidated damages in the amount of 0,5 % of the invoice-value of the relevant delivery per calendar week (beginning with the delivery period or, if no delivery period is specified, with the notification that the Goods are ready for dispatch). Such liquidated shall not exceed 5% of the invoice-value of the relevant delivery. Our legal claims for higher damages (in particular, reimbursement of additional expenses, reasonable compensation and termination) remain unaffected; however, any further monetary claims shall be offset against the liquidated damages. The Buyer is entitled to prove that we incurred no damage, or significantly less than the liquidated damages sum..

6.4. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected; however, the compensation as per 6.3. shall be offset against further monetary claims. However, the Buyer shall have the right to prove that we have suffered no loss at all or only a significantly lower loss than the above compensation.


 

7. Retention of title

7.1. We reserve title to the delivered goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

7.2. The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures). If the third party is not able to reimburse us for the judicial and extrajudicial cost of an action pursuant to § 771 German Civil Procedure Code (ZPO), the Buyer shall be liable for the loss incurred by us.

7.3. In the event of a breach of contract by the Buyer, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for return does not at the same time include a declaration of cancellation; rather, we are entitled to demand only the return of the goods and reserve the right to cancel the contract. If the buyer does not pay the purchase price due, we must have set the buyer a reasonable deadline for payment without success before asserting these rights. This shall only apply if such a deadline is not dispensable under the statutory provisions.

7.4. The Buyer shall be authorised to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with clause 7.4.3. In this case, the following provisions shall apply in addition.

7.4.1. The products of our goods resulting from combination or processing shall be subject to retention of title at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of combination or processing with the goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the combined or processed goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title. The purchaser also assigns to us, for security purposes, such claims against a third party which accrue to him through the combination of the goods subject to retention of title with a property. In this case, we accept the assignment.

7.4.2. The Buyer hereby assigns to us, for security purposes, the claims against third parties arising from the resale of the goods or the product in the amount of the final invoice amount agreed with us (including VAT) in total or in the amount of our possible co-ownership share in accordance with clause 7.4.1. We accept the assignment. The Buyer's obligations listed in Clause 7.2 shall also apply with regard to the assigned claims.

7.4.3. The buyer remains authorised to collect the claim in addition to us. As long as the Buyer fulfils his payment obligations to us, there is no deficiency in the Buyer's ability to pay and we do not assert the retention of title by exercising a right in accordance with clause 7.3, we undertake not to collect the claim. If we assert the exercise of a right pursuant to Clause 7.3, we may demand that the Buyer disclose the assigned claims and their debtors and that the Buyer provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In addition, we shall be entitled to revoke the Buyer's authorisation to resell and process the goods subject to retention of title.

7.4.4. If the realisable value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the Buyer's request.

7.5. The Buyer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it adequately at his own expense against fundamental external risks, such as but not limited to theft, fire, and water damage at replacement value. If maintenance and inspection work have to be carried out, the Buyer must carry this out in good time at his own expense.

8. Claims for defects of the Buyer

8.1. The statutory provisions shall apply to the Buyer's rights in the event defects (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. This shall not affect the statutory provisions on the sale of consumer goods (Sections 474 et seq. BGB) and the Buyer's rights arising from separately issued guarantees, in particular from the manufacturer.

8.2. For goods with digital elements or other digital content, that we are only obliged to provide and update the digital content insofar as this expressly results from a quality agreement.

8.3. We shall not be liable for defects which the Buyer is aware of or is grossly negligent in not being aware of at the time of conclusion of the contract in accordance with Section 442 BGB.

8.4. Claims for defects on the part of the Buyer shall only exist if the Buyer has complied with its statutory inspection and notification obligations (§§ 377, 381 HGB). If the goods are building materials or other goods intended for installation or other further processing, an inspection must be carried out immediately before processing. We must be notified immediately in writing if a defect is discovered during delivery, inspection or at a later date. Obvious defects must be reported in writing without undue delay after delivery. Non-recognisable defects must be reported in writing without undue delay after their discovery. If the Buyer fails to fulfil or does not fulfil its obligation to properly inspect the goods and/or report defects, we shall not be liable for the defect not reported or not reported on time or not reported properly in accordance with the statutory provisions.

8.5. If the delivered goods were intended for fitting, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of non-compliance with or breach of one of these obligations. In this case, the Buyer shall not be entitled to any claims for compensation for the "installation and removal cost".

8.6. If the delivered goods are defective, we as the seller shall be entitled to choose whether we provide subsequent fulfilment by remedying the defect (subsequent improvement) or by delivering a defect-free item (subsequent delivery).

8.7. If the type of subsequent fulfilment chosen by us is unreasonable for the Buyer in the individual case, he may refuse it. However, we reserve the right to refuse subsequent fulfilment under the statutory conditions.

8.8. In addition, we are entitled to make the subsequent fulfilment to be provided by us dependent on the buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

8.9. The Buyer shall grant us the necessary time and opportunity for the subsequent fulfilment to be provided. In particular, the Buyer shall hand over to us the item for which he has asserted a defect for inspection purposes. If we make a subsequent delivery of a defect-free item, the buyer must return the defective item to us in accordance with the statutory provisions. However, the Buyer shall not be entitled to a claim for return.

8.10. Unless we are contractually obliged to do so, subsequent fulfilment shall not include the dismantling, removal or de-installation of the defective item or the installation, fitting or installation of a defect-free item. This shall not affect the Buyer's claims for reimbursement of the "installation and removal cost".

8.11. We shall reimburse the expenses which are necessary for inspection purposes and for subsequent performance (transport, labour and material cost and, if applicable, removal and installation cost) in accordance with the statutory provisions and these General Terms and Conditions of Sale if a defect exists. However, we may demand reimbursement from the Buyer for cost incurred due to an unjustified request to remedy a defect if the Buyer knew or could have recognised that there was in fact no defect.

8.12. The Buyer has the right to remedy the defect himself and to demand reimbursement of the expenses objectively necessary for this purpose if there is an urgent case (e.g. in the event of danger to operational safety or to prevent disproportionate damage). The buyer must inform us immediately in the event of self-remedy. If we would be entitled to refuse subsequent fulfilment in accordance with the statutory provisions, the Buyer shall have no right to self-performance.

8.13. The Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline to be set by the Buyer for subsequent fulfilment has expired unsuccessfully or is dispensable in accordance with the statutory provisions. In the event of a minor defect, however, the Buyer shall have no right of cancellation.

8.14. Claims for damages or claims for reimbursement of futile expenses of the Buyer (Section 284 BGB) shall only exist in accordance with Clauses 9 and 10, even in the event of a defect.


 

9. Limitation period

9.1. The general limitation period for claims resulting from defects is one year from the statutory beginning of the limitation period, in deviation from Section 438 (1) No. 3 BGB as well as Section 634a (1) No. 1 BGB.

9.2. The above limitation period shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods and/or services, unless the application of the regular statutory limitation period pursuant to Sections 195, 199 BGB would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to Clause 10.2 shall become time-barred exclusively in accordance with the statutory limitation periods.

10. Other liability

10.1. Any claims for damages or reimbursement of expenses against us, regardless of the legal basis, can only be made in accordance with the provisions of this Clause 10, and are otherwise excluded.

10.2. We shall be liable in accordance with the statutory provisions in cases of intent or gross negligence. We shall also be liable in accordance with the statutory provisions in cases of simple negligence resulting in injury to life, limb and/or health. We are further liable pursuant to statutory provisions if we concealed the deficiency in bad faith or issued a guaranty. The same applies to the Customer’s claims under the German Product Liability Act (“Produkthaftungsgesetz”).

10.3. If there is no event which falls within clause 1.2 above, our liability is excluded, unless we have culpably breached a material contractual obligation. Material contractual obligations are those the performance of which make the proper fulfilments of the contract at all possible and on the compliance of which the customer regularly relies upon and is entitled to so rely. In the event of a simple negligent breach of a material contractual obligation our liability is, however, limited to the amount of the foreseeable damage typical for the contract.

10.4. Insofar as our liability for damages is excluded or limited, this shall also apply to the personal liability for damages of our employees, representatives and the liability of our vicarious agents.

11. Choice of law and place of jurisdiction

11.1. These General Terms and Conditions of Sale and the contractual relationship between us as the Seller and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

11.2. Our registered office in Hamburg, Germany shall be the exclusive, and also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

11.3. We shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these General Terms and Conditions of Sale or an overriding individual agreement or at the Buyer's general place of jurisdiction. This shall not affect overriding statutory provisions (exclusive places of jurisdiction).

  

Date of implementation: 15.08.2025