General Terms and Conditions
§ 1 General provisions
(a) Agreements - in particular insofar as they amend these terms and conditions - shall only become binding upon our written confirmation.
(b) All our deliveries and services - including future deliveries and services - including proposals, advice and other ancillary services shall be provided exclusively on the basis of these General Terms and Conditions and exclusively to natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity (entrepreneurs) when concluding the contract. We hereby object to any purchasing and/or ordering conditions of the customer.
(c) Technical and operational data on weight, dimensions, other performance and consumption data in our brochures, drawings and publications are for general information purposes only, unless reference is made to them in the offer or our order confirmation; this does not, however, constitute a warranty of quality. We reserve the property rights and copyrights to cost estimates, drawings and other documents. They may only be made accessible to third parties with our consent.
(d) If, after submission of the offer, changes to the contractual obligations arise due to new or amended legal regulations or new requirements of authorities and inspection bodies, the contract shall be adapted taking into account the interests of both parties.

§ 2 Price, payment, security
(a)The prices do not include packaging, freight, insurance and other ancillary costs (storage, external testing). Value added tax shall be added at the respective statutory rate.
(b) Payments must be received by us in cash on the agreed dates without any deductions.
(c) The customer shall only be entitled to a right of retention and a right of set-off insofar as the counterclaims are undisputed or have been legally established. Counterclaims of the customer arising from defects in the delivery or service shall remain unaffected.
(d) If the payment deadlines are not met, interest on arrears shall be charged at the statutory rate.
(e) In the event of default in payment or if our claims are jeopardized by a deterioration in the customer's financial circumstances, we shall be entitled to demand securities. In this case, we shall also be entitled to perform outstanding deliveries and services only against advance payment or against the provision of securities.

§ 3. packaging
Unless otherwise agreed, the customer shall be invoiced separately for packaging. Instead, we may demand the return of the packaging - subject to the charging of usage fees and deposit.

§ 4 Deadlines, impediments to performance
(a) The deadlines shall only apply subject to the timely clarification of all details of the order, in particular the provision of all documents and approvals to be procured by the customer, the possible release of drawings and the punctual receipt of any agreed advance payment as well as the timely provision of any agreed security.
(b) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer. Non-availability of the service exists, for example, in the event of late delivery by our suppliers, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure or if we are not obliged to procure in individual cases.
(c) The occurrence of our default in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the customer has suffered no damage at all or only significantly less damage than the above lump sum.
(d) The rights of the Customer pursuant to § 8 of these Terms and Conditions 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.

§ 5 Transfer of risk, shipment
(a) Delivery shall be ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the customer, the goods will be shipped to another destination (sale to destination). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
(b) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to any agreed acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.
(c) If the customer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a lump-sum compensation amounting to 0.5% of the contract price per calendar week or part thereof up to a maximum total of 5%, beginning with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch. In the event of final non-acceptance, the maximum lump-sum compensation claim shall be 10%. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further claims. The customer shall be entitled to prove that we have suffered no loss at all or only a significantly lower loss than the above lump sum.
(d) We are entitled to make partial deliveries and to invoice these.

§ 6 Reservation of title
(a) The delivery item shall remain our property (goods subject to retention of title) until all claims, in particular also the respective balance claims, to which we are entitled against the customer within the scope of the business relationship have been fulfilled.
(b) The customer is obliged to maintain the reserved goods in perfect condition and to have any necessary repairs carried out immediately by specialist companies; he must provide us with information about the reserved goods at any time, in particular with regard to the respective location. We shall be entitled to enter the location of the goods subject to retention of title at any time; where necessary, the customer shall grant us or our authorized representatives access to the location of the goods subject to retention of title at any time. The customer may only sell, pledge, assign by way of security, lease or otherwise transfer or modify the reserved goods or change the location notified to us with our prior written consent. The customer is obliged to inform us immediately of any risk to our property, in particular if an application is made to open insolvency proceedings or if third parties have access to the goods subject to retention of title (e.g. seizure).
(c) If the customer acts in breach of contract, 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 subject to retention of title on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the reserved goods and to reserve the right to withdraw from the contract. If the customer does not pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions. In such cases, we shall be entitled to demand the immediate surrender of the goods at the customer's expense to the exclusion of any rights of retention. The customer hereby irrevocably grants us access to the location of the reserved goods and authorizes us to take them back.
(d) Until revoked in accordance with (cc) below, the customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
(aa) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(bb) The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer mentioned in paragraph (b) shall also apply with regard to the assigned claims.
(cc) The customer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph (c). If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the customer's authorization to resell and process the goods subject to retention of title.
(e) We shall be entitled, notwithstanding the customer's obligation to pay, to sell the reserved goods repossessed by us in the open market at the best possible price or to accept them at the respective market price. The market price for the goods subject to retention of title shall be estimated by a sworn expert appointed by the Chamber of Industry and Commerce responsible for the supplying plant and shall be binding for the Customer and us. The proceeds from the utilization or the market price shall be offset against the customer's payment obligation after deduction of the costs incurred by us.
(f) If the value of the existing securities exceeds the secured claims by more than 10% in total, we shall be obliged to release securities of our choice at the request of the customer.

§ 7 Warranty
We provide a warranty for defects in our deliveries and/or services, including the absence of warranted characteristics, in accordance with the statutory provisions, unless otherwise specified below:
(a) The basis of our liability for defects is above all the agreement reached on the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications which are the subject of the individual contract or which were made public by us (in particular in our product description or on our Internet homepage) at the time of conclusion of the contract shall be deemed to be an agreement on quality in this sense. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (3) BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements made by other third parties.
(b) The customer is obliged to inspect the delivery item immediately upon receipt, in particular with regard to whether defects exist, whether goods other than those agreed have been delivered or whether the agreed quantity has been exceeded or fallen short of. Defects must be reported to us immediately in writing. Non-obvious defects of the aforementioned type and non-obvious incorrect deliveries must be reported immediately after they become visible. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects not recognizable during the inspection within the same period from discovery. Customary or minor, technically unavoidable deviations in quality, color, height, width, equipment or weight do not entitle the customer to give notice of defects.
(c) If the notice of defects is justified and submitted in due time in accordance with paragraph (c), we shall, at our discretion, remedy the defects (rectification of defects) or take back the defective delivery items and replace them with faultless delivery items (replacement delivery). The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to us at our request in accordance with the statutory provisions; however, the customer shall not be entitled to return the item. Subsequent performance shall not include the dismantling, removal or de-installation of the defective item or the installation, fitting or installation of a defect-free item if we were not originally obliged to perform these services; the customer's claims for reimbursement of corresponding costs shall remain unaffected.
(d) Claims of the customer due to defective delivery items shall become time-barred one year after delivery of the goods or acceptance of the delivery item. In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality of the delivery item, further claims shall remain unaffected. If the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory regulation (§ 438 Para. 1 No. 2 BGB). Other special statutory provisions on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also remain unaffected. The aforementioned limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages on the part of the customer due to intentional or grossly negligent breaches of duty or due to injury to life, limb or health as well as under the Product Liability Act shall lapse exclusively in accordance with the statutory limitation periods.
(e) We accept no liability for damage caused by the following reasons: unsuitable or improper use, unauthorized and faulty assembly or commissioning by the customer or third parties, subsequent modification work by the customer or third parties, natural wear and tear, negligent or faulty handling, maintenance or repair, violations of the operating instructions, unsuitable operating materials, as well as chemical, electrochemical or electrical influences for which we are not responsible, as well as extraordinary temperature and weather influences.

§ 8 Liability
Unless otherwise stated in these terms and conditions, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
(a) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), for damages resulting from injury to life, body or health, as well as for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.
(b) The limitations of liability resulting from paragraph (a) shall also apply to third parties and in the event of breaches of duty by persons (including in their favor) whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.
(c) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular in accordance with §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

§ 9 Place of performance, partial invalidity
(a) The place of performance for our deliveries shall be the place of the supplying plant. If services are also to be rendered by us (e.g. assembly), the place of performance shall be the place where the services are to be rendered. The place of performance for the customer's payment obligation is the place of payment specified in our invoice.
(b) In the event that individual provisions of the contract are invalid, the remaining provisions shall remain binding; an invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

§ 10 Place of jurisdiction, applicable law
(a) The place of jurisdiction for all legal disputes is Abenberg. However, we may also sue the customer in the courts of his general place of jurisdiction.
(b) All legal relationships between the customer and us shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

§ 11 Advertising and copyrights
(a) In the event that the customer resells our products, he undertakes to only advertise the products in an appropriate form. The customer is advised that incorrect advertising relating to properties may, under certain circumstances, give rise to warranty claims by third parties against us. The customer hereby undertakes to indemnify us against the consequences of such advertising and to compensate us for any damage we incur as a result of the breach of this obligation.
(b) The above obligation shall not apply if images or texts provided by us are used for advertising purposes with our express prior consent.
(c) We shall be entitled to the copyright or right of use to the advertising materials provided by us as well as to our catalog or parts thereof (in particular illustrations). The customer is only entitled to use these sources with our express prior consent, without being entitled to any independent rights to them. Consent may be revoked at any time. Insofar as the revocation is not based on a breach of duty by the customer, the revocation shall only be effective for the future.

§ 12 Data storage
The customer expressly agrees that we may store and process his data in an IT system, insofar as this is necessary for business purposes and permissible within the framework of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act.

§ 13 Severability clause
Any invalidity or ineffectiveness of one of the above provisions shall not affect the validity of the remaining provisions.