validity

These General Terms and Conditions of Sale and Delivery apply to all (including future) contracts with businesses, legal entities under public law, and special funds under public law for deliveries and other services, including contracts for work and services and the delivery of non-fungible goods. Any conflicting terms and conditions, in particular purchasing conditions of our customers/contractual partners, are not recognized, even if we do not expressly object to them.

Offers

Our offers are non-binding. A contract is only formed upon our written order confirmation. Orders that are not based on an offer from us or that deviate from our offers require our written order confirmation in order for a contract to be formed. The written form stipulated in these General Terms and Conditions of Sale and Delivery is also satisfied by transmission via fax or email.

Delivery times

Delivery periods begin – unless otherwise agreed in individual cases – on the date of our order confirmation, but not before all order conditions have been fully clarified. If customer specifications (drawings, samples, etc.) are required for order fulfillment, the delivery period only begins upon receipt of the necessary documents. For compliance with delivery periods and dates, the time of dispatch from the factory or warehouse is decisive. The deadlines are considered met upon notification of readiness for shipment, even if the goods cannot be dispatched on time through no fault of our own. We are entitled to make partial deliveries to a reasonable extent.

Force majeure

Force majeure, including events such as labor disputes within one's own or another's company, transport delays, machine breakdowns, official actions, and other circumstances beyond the control of either party, suspends the contractual obligations of both parties and postpones deadlines and time limits for fulfilling contractual obligations. Events of force majeure must be reported to the other party without delay. Both parties are entitled to withdraw from the contract no earlier than four weeks after receiving the notification pursuant to clause 2 above.

Shipping, packaging, transfer of risk

Unless otherwise agreed upon in individual cases, we will determine the shipping method and carrier. Additional shipping/packaging costs incurred at the customer's request will be borne by the customer. Shipping and packaging costs, particularly those for special requests, are the responsibility of the customer unless otherwise agreed. Risk of loss or damage to the goods passes to the customer upon handover to the carrier, or at the latest, when the goods leave our warehouse/factory. We are not obligated to insure the goods against transport damage.

Warranty, investigation

The delivered goods must be inspected by the customer immediately. Any defects in the goods must be reported to us in writing by the customer immediately, but no later than seven days after delivery. Defects that cannot be discovered even with careful inspection within the aforementioned period must be reported to us in writing by the customer immediately upon discovery. For justified defects reported within the specified period, we may, at our discretion, provide a remedy by repairing the defect or delivering defect-free goods (subsequent performance). If subsequent performance fails, the buyer may, after the unsuccessful expiry of a reasonable period, demand a reduction in the purchase price (abatement) or rescission of the contract (withdrawal). If the reported defect is not significant or the goods have already been sold, processed, or modified, the customer is only entitled to a price reduction. The warranty period is one year and begins upon delivery of the goods to the customer.

Limitation of Liability

We are liable for breaches of contractual and other (non-contractual) obligations – including those of our vicarious agents – only in cases of intent and gross negligence, limited to the foreseeable, typical contractual damages at the time of contract conclusion. Otherwise, our liability – including for defects and consequential damages, as well as production downtime and lost profits – is excluded. The limitations of liability pursuant to paragraph 1 above do not apply in the event of a culpable breach of essential contractual obligations; these include the obligation to deliver on time and free from defects, as well as obligations that are intended to enable the customer to use the goods in accordance with the contract. Furthermore, the limitations of liability pursuant to paragraph 1 above do not apply to culpably caused damages to life, body, or health, nor do they apply if and to the extent that we have assumed a guarantee for the quality of the delivered goods. Finally, the limitation of liability pursuant to paragraph 1 above does not apply in cases of mandatory liability under the Product Liability Act. Unless otherwise agreed in a specific case, contractual claims against us arising from or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods to the customer. This does not affect our liability for claims by the customer arising from intentional or grossly negligent breaches of duty, as well as for culpably caused damage to life, body, and health, and in the cases specified in Sections 478 and 479 of the German Civil Code (BGB).

Prices

The price calculation is based on the price valid on the day of delivery, plus the applicable statutory value added tax, unless otherwise agreed in individual cases.

Retention of title

We retain title to the goods until all our claims against the customer arising from the business relationship have been settled in full. If the goods subject to retention of title that we deliver are processed or combined with goods owned by a third party, we shall be entitled to co-ownership of the new item in the fraction that corresponds to the invoice value of our goods in relation to the value of the new item at the time of processing or combining. If the customer acquires sole ownership of the new item by operation of law through processing or combining, we agree with the customer that the customer shall transfer co-ownership of the new item to us in proportion to the ratio of our invoice value of the goods subject to retention of title to the value of the resulting new item at the time of processing or combining, and shall hold this co-ownership in trust for us free of charge. Resellers are permitted to sell our goods subject to retention of title in their own name within the ordinary course of business. The customer hereby assigns to us all claims arising from the resale. We accept this assignment. If the goods subject to retention of title are sold after processing or in combination with other goods not belonging to us, the assignment of the claim shall apply to the amount of the invoice value of our goods subject to retention of title. The customer is only authorized to collect the assigned receivables as long as they duly fulfill their payment obligations to us. The customer must retain title to the goods vis-à-vis their own customers until these customers have paid the purchase price in full. The customer is not permitted to pledge or assign our reserved goods as security. They are obligated to notify us immediately of any third-party access to the reserved goods. The customer is not permitted to agree to any prohibitions on assignment. If the invoice value of the existing collateral exceeds the secured claims, including ancillary claims (interest, costs, etc.), by more than 20%, we are obligated, at the customer's request, to release collateral of our choosing.

Terms of payment

Unless otherwise agreed, our invoices are payable within 14 days of the invoice date with a 2% discount or within 30 days net. Offsetting by the buyer against counterclaims is excluded unless the counterclaims are undisputed or legally established. The buyer is also excluded from asserting a right of retention unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established. In the event of late payment or default, we will charge interest at a rate of 9 percentage points above the respective base interest rate, unless other interest rates have been agreed upon in a specific case. We reserve the right to claim further damages for default. If the customer defaults on payment after conclusion of the contract or if other circumstances arise that indicate a significant deterioration in the customer's solvency, we are entitled to the rights under Section 321 of the German Civil Code (BGB). In this case, we are also entitled to declare all outstanding claims from the ongoing business relationship with the customer immediately due and payable. If, in these cases, the customer fails to make an advance payment or provide adequate security within a reasonable period, we are entitled to withdraw from the contract, excluding any claims for damages by the customer. Any discount granted applies only to the respective invoice amount, excluding freight costs, and is contingent upon the customer having settled all outstanding liabilities at the time the discount is granted. Unless otherwise agreed, the discount period begins on the date of the respective invoice. All payments must be made exclusively to VR Factoring GmbH, Hauptstraße 131-137, 65760 Eschborn, to which we have assigned our present and future claims arising from our business relationship. We have also transferred our retention of title to VR Factoring GmbH. We are entitled to assign claims arising from our business relationships.

Handover Completion

If the customer defaults on acceptance of the goods, we are entitled, after setting a reasonable grace period without success, to claim damages. In this case, our damages amount to at least 20% of the agreed gross remuneration. The customer is permitted to prove that no damage or only significantly less damage than the estimated lump sum has been incurred. To fulfill our factoring agreement (assignment of our receivables and transfer of accounts receivable management), we will forward the following data to the financial services institution VR Factoring:

• Names and addresses of our debtors
• Data of our receivables from our debtors (in particular gross amount and due date)
• Names of contact persons and contact details of our debtors (telephone number, email address) at their company for the purpose of coordinating accounts receivable.

VR Factoring will forward the debtors' company data to credit agencies and trade credit insurers, as well as to data processors (IT data processing, printing service providers, etc.). Further details regarding data processing can be found in VR Factoring GmbH's "Data Protection Notice," which you can view and download online at http://www.vr-factoring.de/datenschutz. The contractual relationship is governed exclusively by German law, in particular the German Civil Code (BGB) and the German Commercial Code (HGB). Place of performance, jurisdiction, applicable law: The place of performance and jurisdiction for all our deliveries and services is Villingen-Schwenningen or Frankfurt am Main. However, we may, at our discretion, also bring legal action against the customer at the court having jurisdiction over their registered office. All legal relations between us and the customer are governed exclusively by German law. The provisions of the Vienna Convention of 11 April 1980 (CISG) on Contracts for the International Sale of Goods do not apply. Version 04/2023