Conditions

§ 1 Validity

(1) These Terms and Conditions of Sale shall apply exclusively. We shall not recognize any deviating or conflicting terms and conditions unless we have expressly agreed to them in writing.

(2) These Terms and Conditions of Sale shall also apply to all future transactions between the parties and also if we carry out the delivery of the goods in the knowledge of deviating or conflicting terms and conditions.

(3) These General Terms and Conditions of Payment and Delivery shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Offer, acceptance

(1) If the order constitutes an offer within the meaning of § 145 BGB, we are entitled to accept it within a period of two weeks.

(2) The information, drawings, illustrations, technical data, dimensional and performance descriptions contained in printed matter, brochures, catalogs, circulars, price lists or in the documents belonging to the offer are non-binding unless they are expressly designated as binding in the order confirmation.

§ 3 Prices, payment

(1) Our prices are ex works, plus the respective statutory value added tax and excluding the costs for packaging, unless expressly agreed otherwise.

(2) If the delivery time is more than three months after conclusion of the contract and the price of an individual cost element (e.g. one or more preliminary products) changes, the price of the end product shall also change, but only to the extent that the price change for the respective preliminary product has a proportionate effect on the price of the end product.

(3) The purchase price shall be due for payment immediately, at the latest within 30 days of invoicing, net without deduction. After the due date, default interest of 9% above the respective base interest rate p.a. shall be charged. We reserve the right to assert further claims for damages caused by default.

(4) The Buyer agrees that invoices may be sent to him electronically by e-mail. Invoices are valid without signature.

(5) If, after conclusion of the contract, we become aware of facts which, according to commercial judgment, cast doubt on the creditworthiness or ability to pay of the Buyer, existing delivery obligations shall only be fulfilled concurrently with the provision of appropriate securities or performance of the contractually owed payment. The buyer has the right to choose in this respect. Should the buyer not be in a position to provide appropriate security or fulfill his payment obligation within 14 days of being requested to do so, we shall have the right to withdraw from the contract. The right to claim damages remains unaffected by this.

§ 4 Offsetting, retention

The Buyer shall only be entitled to set-off insofar as his counterclaims are undisputed or have been legally established. The Buyer shall only be entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship.

§ 5 Delivery, deadlines

(1) Delivery dates and deadlines that have not been expressly agreed as binding are non-binding.

(2) Delivery periods shall commence on the date of our order confirmation, but not before all details of the order have been fully clarified. Delivery periods and delivery dates refer to the time of dispatch ex works or ex warehouse.

(3) Delivery is subject to the timely and proper fulfillment of the Buyer's obligations. The defense of non-performance of the contract remains reserved.

(4) We shall determine the dispatch route and means of dispatch as well as the forwarding agent or carrier.

(5) If the delivery is made by a forwarding agent or a carrier, the Buyer agrees that the telephone number and e-mail address known to us may be transmitted to the supplier and used by the latter in the context of the delivery. This consent may be revoked by the Buyer at any time.

(6) We are entitled to make partial deliveries and render partial services at any time, insofar as this is reasonable for the Buyer and nothing to the contrary has been expressly agreed.

(7) In the event of default of acceptance or other culpable breach of obligations to cooperate on the part of the Buyer, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer at the time of default of acceptance or other breach of duties to cooperate.

§ 6 Transfer of risk, shipment

If the goods are dispatched at the Buyer's request, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the time of dispatch.

§ 7 Retention of title

(1) The goods shall remain our property until all payments have been received in full. In the event of breach of contract by the Buyer, including default of payment, we shall be entitled to take back the goods.

(2) The Buyer shall treat the goods with care, insure them appropriately and, if necessary, maintain them.

(3) If the purchase price has not been paid in full, the Buyer must inform us immediately in writing if the goods are encumbered with third-party rights or exposed to other third-party interventions.

(4) The Buyer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to us all claims arising from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves, the buyer shall remain authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and to the extent that the Buyer meets its payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.

(5) Insofar as the above-mentioned securities exceed the claims to be secured by more than 20%, we shall be obliged to release the securities at our discretion at the Buyer's request.

§ 8 Rights of use and copyrights

We reserve our unrestricted property and copyright exploitation rights to drawings, illustrations, calculations and other documents. The documents may only be made accessible to third parties with our consent.

§ 9 Warranty

(1) The prerequisite for any warranty rights of the buyer is the proper fulfillment of all inspection and complaint obligations owed according to § 377 HGB.

(2) Warranty claims can be asserted within 12 months of the transfer of risk.

(3) In the event of defects in the goods, the Buyer shall be entitled to subsequent performance in the form of rectification of the defect or delivery of a defect-free item. If the supplementary performance fails, the buyer is entitled to reduce the purchase price or withdraw from the contract.

(4) Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, of only insignificant impairment of usability and in the case of natural wear and tear.

§ 10 Liability

(1) In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; likewise in the event of culpable breach of material contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(2) Liability for culpable injury to life, limb or health and liability under the Product Liability Act shall remain unaffected.

(3) Unless expressly regulated otherwise above, our liability is excluded.

§ 11 Applicable law, place of jurisdiction

(1) This contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Osnabrück.

(3) The German version of these terms and conditions shall prevail.