I. General Provisions

1. Our terms of sale apply exclusively. By placing an order, the contracting partner acknowledges our terms.

2. We hereby object to any conflicting terms. They are only valid if agreed upon in writing. The terms of the contracting partner do not become part of the contract even if we do not object to them again and perform the contractually owed delivery/service unconditionally.

3. Our terms and conditions also apply to all future transactions with the contracting partner.

4. Our terms and conditions are available for inspection in our business premises. Upon request, we will send them free of charge at any time.

5. Should individual provisions become invalid, ineffective, or contestable, the remaining conditions remain unaffected and are to be interpreted or supplemented in such a way that the intended economic purpose is achieved as accurately as possible in a legally permissible manner. This also applies to any potentially necessary gaps.

II. Contract Conclusion, Contract Content

1. A contract is only concluded with our written order confirmation or upon delivery of the agreed services. However, we are obliged to notify the rejection of an order in writing without delay.

2. Our offers are non-binding.

3. All agreements made at the conclusion of the contract must be recorded in writing; no agreements other than those recorded have been made. Written form is considered agreed, especially for side agreements, assurances, subsequent changes, and any possible contract termination

III. Prices and Payments

1. Prices are understood as the value of goods or services without discounts and other reductions plus loading, packaging, freight, and any insurance that must be concluded only on the basis of special agreements, as well as the applicable VAT.

2. Payment must be made in “€” without any deductions, upon delivery or sending of the invoice or another billing document.

3. Default interest will be charged at 5%, or 8% p.a. above the base rate published in the Federal Gazette for transactions not involving consumers. In addition to statutory regulations, we are entitled to charge higher default interest if we prove higher charges, unless the contracting partner proves that no or significantly lower damage was incurred due to the default.

4. Payment instructions, checks, and bills of exchange are accepted only for the purpose of fulfillment, under calculation of all discount and collection charges.

5. The contracting partner may only offset our claims with undisputed, acknowledged, or legally established counterclaims.

6. A right of retention may also only be exercised with undisputed, acknowledged, or legally established counterclaims and only if it is based on the same contractual relationship.

IV. Delivery and Delay in Delivery

1. The start of our specified delivery time requires the clarification of all technical questions. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the obligations of the contracting partner.

2. Timely and correct self-delivery is reserved.

3. Delivery dates or delivery periods, which can be agreed as binding or non-binding, must be stated in writing. Delivery periods begin with the conclusion of the contract. If subsequent contract changes are agreed upon, a new delivery date or delivery period must be agreed upon if necessary.

4. The delivery period is met if the delivery item has left our premises by its end or if the shipping readiness notice has been sent.

5. The contracting partner can demand in writing two weeks after exceeding a non-binding delivery date or a non-binding delivery period that delivery be made within a reasonable period. We are only in default after this reminder. This does not apply if the above grace period is unreasonably long. In such a case, the reasonable grace period applies.

6. If our delay is due to slight negligence, our liability for damages is excluded unless it concerns damage to life, body, or health.

7. Alternatively, we limit our liability for damages from delay in case of slight negligence to the typically foreseeable damage.

8. Force majeure, riots, strikes, lockouts, and significant operational disruptions through no fault of our own change the dates and periods mentioned in clauses 1, 2, and 3 by the duration of the performance disruptions caused by these circumstances and a reasonable start-up period.

V. Transfer of Risk, Delivery, Inspection, Duty to Complain

1. The risk passes to the client with the delivery to the shipping agent, at the latest with the departure from our premises, regardless of any installation obligations. If the goods are ready for shipment, the risk passes to the contracting partner one week after receipt of a shipping readiness notice unless we have undertaken the shipment of the goods. If shipment or acceptance is delayed due to circumstances for which the contracting partner is responsible, the risk passes with the sending of a shipping readiness notice. We are only obliged to take out insurance upon the written request of the contracting partner and at their expense.

2. The contracting partner is obliged to check the goods for defects – even in the case of resale – and to report any defects in writing without delay, at the latest within 10 working days.

3. Upon request, the client is obliged to participate in the creation of an acceptance and function protocol.

VI. Warranty

1. In the case of non-insignificant material and legal defects, we are entitled to supplementary performance in addition to the statutory provisions as follows: We are entitled to repair twice. If it results from the nature of the item or the defect or other circumstances that the repair has not yet failed and this is reasonable for the contracting partner, we are entitled to further repairs.

2. If the repair has failed, the contracting partner is entitled to reduce the price or, at their discretion, withdraw from the contract and claim damages according to the statutory provisions.

3. The limitation period is 12 months.

4. For the sale of used items, the limitation period is also 12 months.

VII. Exclusion of Compensation, Limitation of Liability

1. If our obligation to pay damages is based on the slightly negligent breach of essential contractual obligations, we limit our liability for damages, including that of our legal representatives or vicarious agents, to the contract-typical, foreseeable damage unless it concerns damage to life, body, or health.

2. If our obligation to pay damages is based on the slightly negligent breach of non-essential secondary obligations, we exclude our liability for damages, including that of our legal representatives or vicarious agents, unless it concerns damage to life, body, or health.

3. In all cases of liability for damages due to negligent breach of duty, regardless of the legal basis, except for claims under the Product Liability Act, our liability for damages is limited to the foreseeable damage.

4. Alternatively, we exclude our liability for damages, including that of our legal representatives or vicarious agents, insofar as we are charged with a slightly negligent breach of a contractual obligation that does not endanger the contractual purpose by its nature and consequences, unless it concerns damage to life, body, and health.

5. The above provisions do not apply to claims under the Product Liability Act.

6. If we are held liable for damages based on producer liability under § 823 BGB (tortious basis for claims), we limit our liability beyond the above provisions to the indemnity provided by our liability insurer. The coverage amount is typical for damage/contract/type of goods. If the insurance does not or does not fully cover, our liability remains limited to the amount of the insurance sum. If the insurance sum is not typical for the damage/contract/type of goods, we limit our liability in these cases to the typical damage amount.

VIII. Retention of Title

1. We retain ownership of the delivery item in all cases until all payments from the respective underlying delivery contract have been received.

2. Additionally, we retain ownership of the delivered items until all claims, including future claims, arising from the business relationship have been fulfilled. The contracting partner is obliged to store the delivered items free of charge with the care of a prudent businessman.

3. Pledging or transferring ownership as security of the reserved goods is inadmissible in all cases. In the event of seizures, confiscations, or other dispositions by third parties, we must be notified immediately, providing the necessary documents for an objection.

4. The contracting partner is further entitled to process and resell the delivery item in the course of ordinary business operations as long as they are not in default. Upon conclusion of the purchase contract with us, they assign to us the claims arising from the resale or from any other legal reason against their customers in the amount of the invoice value of the delivered reserved goods.

5. The right to resell and the authority to collect assigned claims expire upon suspension of payments, filing for or opening of insolvency proceedings, and in the case of check or bill protests. In these cases, the contracting partner is obliged to account to us immediately and without request for the reserved goods and assigned claims.

6. The retention of title also remains if individual claims are included in a current account, and the balance is drawn and acknowledged unless the balance is settled.

7. If the value of the granted securities exceeds our claims by more than 20%, we are obliged, at the request of the client, to reassign the excess amount at our discretion, provided the security limit is exceeded.

8. We are entitled to reclaim our reserved goods after a reminder in the cases regulated under clause 5 and if the contracting partner is significantly behind with a substantial part of their payment obligations. This does not constitute a withdrawal from the contract, nor does a seizure by us. The contracting partner is obliged to hand over the goods. A right of retention is excluded.

9. Amounts collected by the contracting partner from assigned claims must be kept separately until they are transferred to us to exclude set-offs with debit-led bank accounts.

10. The processing or transformation of the delivery item by the contracting partner is always carried out for us. If processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the delivery item to the other processed items at the time of processing. The same applies to the new item as to the delivered item under reservation.

11. If the delivery item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the delivery item to the other mixed items at the time of mixing. If the mixing is such that the contracting partner’s item is considered the main item, it is agreed that the contracting partner transfers proportional co-ownership to us. The contracting partner keeps the sole or joint ownership created in this way for us.

IX. Choice of Law, Jurisdiction

1. All contracts are subject to the law of the Federal Republic of Germany, excluding the Uniform UN Sales Law (CISG).

2. The place of fulfillment for all mutual claims arising from the contractual relationship is 73667 Kaisersbach.

3. Our place of business is the jurisdiction for all claims arising from the business relationship, including check and bill of exchange claims, if the contracting partner is a merchant. However, we are also entitled to sue the contracting partner at their general place of jurisdiction.