1. Introduction:

These General Terms and Conditions of Sale, Delivery, and Payment apply exclusively unless modified by express written agreement. The offer, acceptance of the offer, order confirmation, or sale of any goods is subject to these terms and conditions. Any terms and conditions or provisions of the purchaser that deviate from these terms and conditions are hereby rejected, even if known to us. These terms and conditions also form the basis for all future transactions.

2. Delivery time:

Delivery dates or periods specified in the order confirmation indicate the earliest possible delivery date and are non-binding. Calendar-specific delivery dates are only binding if they have been expressly confirmed in writing. Delivery periods begin on the date the order confirmation is sent, but not before the receipt of all documents, permits, and approvals to be provided by the customer, nor before receipt of any agreed-upon down payment. The delivery period is considered met when the goods have left the factory or notification of readiness for shipment has been given.

3. Transfer of risk:

The risk of damage to or loss of the goods passes to the buyer as soon as the goods leave the supplier's premises, even in the case of partial deliveries. If the supplier has undertaken to deliver the goods to the buyer, the buyer bears the transport risk, even if Incoterms to the contrary have been agreed. If dispatch is delayed due to circumstances for which the buyer is responsible, the risk passes to the buyer from the date of readiness for dispatch. Storage of the goods is at the buyer's expense and risk. Delivered items must be accepted by the buyer without prejudice to their rights.

4. Notice of defects:

Claims for defects that the buyer could have identified during careful acceptance or initial sample inspection are excluded. Even if selection samples have been sent, the buyer must inspect the goods immediately upon arrival and report any defects in writing; otherwise, the warranty is void. Complaints must be submitted in writing before processing the goods, specifying the alleged defects or flaws and including packing slips. The goods are deemed accepted if the supplier does not receive a written notice of defects within 7 working days of the goods' arrival.

5. Warranty:

The supplier assumes no responsibility for the suitability of the goods for a particular purpose. If the delivered item is defective, lacks warranted characteristics, or becomes defective within a warranty period due to manufacturing or material defects, the supplier may, at its reasonable discretion, either repair the item or provide a replacement upon return of the already delivered goods. If remedying the defect is impossible or would require disproportionate effort, the customer may only demand a reduction in price. The customer may also exceptionally demand a reduction in price if remedying the defect is unreasonable for them. The supplier must be given the opportunity to inspect the alleged defect. Defective goods must be returned immediately upon request. Replaced parts become the property of the supplier. The supplier assumes no liability for unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, or improper maintenance.If the customer or a third party carries out repairs, the supplier is not liable for any resulting consequences. The same applies to modifications of the delivered item made without the supplier's prior consent. If warranty obligations are not fulfilled, or not fulfilled in accordance with the contract, within a reasonable time, the customer may set a final deadline in writing. After this deadline has expired without success, the customer may carry out the necessary repairs himself or have them carried out by a third party. If the repairs are successfully carried out by the customer or a third party, all of the customer's claims are settled upon reimbursement of the necessary costs incurred. Only the supplier's product description is considered the agreed-upon condition of the goods. If the customer receives defective assembly instructions, the supplier is only obligated to provide defect-free assembly instructions, and only if the defect in the assembly instructions prevents proper assembly.

6. Limitations of Liability:

If the customer incurs damages due to a delay caused by the user's fault, they are entitled, to the exclusion of any further claims, to demand compensation for the delay. This amounts to 0.5 for each full week of delay. v.H...but a maximum of 5 in total. v.H...from the value of that part of the total delivery which, due to the delay, cannot be used in a timely manner or in accordance with the contract. If the delivered item cannot be used by the customer in accordance with the contract due to the fault of the supplier, resulting from omitted or faulty execution of proposals and consultations made before or after the conclusion of the contract, or from the breach of other ancillary contractual obligations – in particular, instructions for operation and maintenance of the delivered item – then, to the exclusion of further claims, the provisions in clause 8 of these terms and conditions and the following provisions shall apply. The supplier shall only be liable for damages, including damages not caused to the delivered item itself, in cases of intent, gross negligence, culpable injury to life, body, or health, defects that the supplier fraudulently concealed or whose absence it guaranteed, and defects in the delivered item insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items. Liability for any claim – regardless of the legal basis – is limited to 30% of the order value. No further liability exists.

7. Payment terms:

Unless otherwise agreed, all payments are due in full upon delivery or acceptance. The client will be in default without further notice 30 days after the due date if payment has not been received. Bills of exchange will only be accepted by written agreement and even then only on account of payment, without guarantee of protest. No set-off or right of retention may be asserted against counterclaims that are not recognized or legally established.

8. Payment default and deterioration of the customer's creditworthiness:

If the customer is in default of payment for orders already delivered, the supplier may either make the delivery of outstanding orders contingent upon payment of the outstanding invoices or prepayment of the purchase price, or withdraw from the contract. The same right applies if, after conclusion of a contract, a significant deterioration in the customer's financial circumstances becomes known.The agreed payment dates must be adhered to even if warranty claims are made. If the customer defaults on payment, or if legal or extrajudicial composition or insolvency proceedings are initiated against them, any granted discounts and freight allowances will be forfeited. The same legal consequences apply on the 31st day after the invoice due date.

9. Retention of title:

The supplier retains ownership of the goods delivered until all payments arising from the business relationship with the customer have been received. In the event of a breach of contract by the customer, particularly in the case of late payment, the delivered goods may be repossessed; the customer is obligated to return them; and the customer permits the supplier to collect and repossess the goods at any time. Repossession of the delivered goods does not constitute a withdrawal from the contract unless expressly declared in writing. In the event of attachments or other interventions by third parties, the customer must notify the supplier immediately in writing so that an objection can be filed. If the third party is unable to reimburse the legal and extrajudicial costs of an objection, the customer is liable for the resulting loss. The customer is entitled to resell the delivered goods in the ordinary course of business. The customer hereby assigns to the supplier all claims in the amount of the final invoice total, including VAT, that arise from the resale against its customers or third parties, regardless of whether the goods were resold as is or after processing. The customer is authorized to collect the debt even after assignment, unless prohibited from doing so by the supplier. The supplier's right to collect the debt itself remains unaffected. However, the supplier undertakes not to collect the debt as long as the customer duly fulfills its payment obligations and is not in default.

In any case, the supplier may demand that the customer disclose the assigned claim and its debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors of the assignment. Any processing or transformation of the goods by the customer is always carried out on behalf of the supplier. If the goods are processed with other items, the supplier acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other processed items at the time of processing. The same applies to the item created through processing as to the goods subject to retention of title. If the goods are inseparably combined with other items, the supplier's co-ownership of the new item is determined in proportion to the value of the goods relative to the other combined items at the time of combination. If the combination occurs in such a way that the customer's item is to be regarded as the principal item, it is agreed that the customer transfers proportionate co-ownership to the supplier. The customer holds the sole ownership or co-ownership in trust. The customer assigns as security the claim that arises against a third party from the connection of the goods with a property.

10. Resale clause:

The delivered goods may only be exported to countries for which written approval has been granted. Subject to approval, the buyer may not sell to customers who he knows intend to export the goods. This prohibition applies only if and to the extent covered by the EU Commission's de minimis notice.For deliveries abroad, the buyer bears all risks arising from the applicability of the laws and regulations applicable abroad.

11. Warranty period and limitation period:

The warranty period is 12 months from delivery of the goods in accordance with clause 4 of these terms and conditions. However, the consequences set forth in clause 7 of these terms and conditions apply if the buyer fails to report the defect in a timely manner. The warranty period for goods that, in accordance with their customary use, have been used for a building and have caused its defectiveness is five years. All claims by the buyer – regardless of their legal basis, in particular claims for damages due to a defect in the goods – also expire 12 months after delivery.

12. Place of performance, jurisdiction and applicable law:

The place of performance for all obligations arising from this contractual relationship is the registered office of the supplier. For all legal disputes, including those arising from bills of exchange or checks, the registered office of the supplier shall be the place of jurisdiction if the customer is a merchant, a legal entity under public law, or a special fund under public law. The supplier also has the right to bring legal action at the court with jurisdiction over the customer or at any other court that may have jurisdiction under national or international law. This contractual relationship is governed by German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

13. Severability Clause:

Should individual provisions of these General Terms and Conditions of Sale, Delivery and Payment be or become invalid, the validity of the remaining provisions shall remain unaffected.