§ 1 Scope of application, form

(1) These General Terms and Conditions (GTC) apply to all our business relationships with our customers. The GTC shall only apply if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

(2) The GTC shall apply in particular to contracts for the sale and/or delivery of movable goods, irrespective of whether we manufacture the corresponding product ourselves or purchase it from suppliers (Sections 433, 650 BGB), as well as to contracts for work and installation (Section 631 BGB) and, where applicable, service contracts (Section 611 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the order or commissioning of the customer or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the customer without reservation or provide the service without reservation in the knowledge of the customer's General Terms and Conditions.

(4) Individual agreements made with the customer in individual cases (including specific project contracts, ancillary agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.

(5) Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in case of doubt about the legitimacy of the declaring party, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of contract and general obligations

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights.

(2) The order or assignment by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order or assignment, we shall be entitled to accept this contractual offer within 14 calendar days of receipt.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by execution of the delivery to the customer or provision of the service.

(4) We are permitted without restriction to use suitable subcontractors to fulfill our contractual obligations. The rejection of certain subcontractors or suppliers by the customer is only possible with comprehensive written justification.

(5) The customer shall maintain the usual project insurances and ensure that we are insured under these accordingly.

(6) The building ground risk shall be borne solely by the customer under all circumstances.

§ 3 Delivery/service period and delay

(1) The delivery/performance period shall be agreed individually or specified by us upon acceptance of the order or commissioning.

(2) If we are unable to meet binding delivery/performance 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/performance deadline. If the service is also not available or cannot be provided within the new delivery/service period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already provided by the customer. A case of non-availability of the service in this sense is in particular, but not exclusively, the non-timely self-delivery by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in individual cases.

(3) The occurrence of our default shall be determined in accordance with the statutory provisions, taking into account any adjustments made to the delivery/performance periods pursuant to § 3 (2). In any case, however, a reminder by the customer is required. If we are in default, 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 agreed net price (contract value) for each completed calendar week of delay, up to a maximum of 5% of the contract value. The customer shall not be entitled to claim any further damages for delay. We reserve the right to prove that the customer has suffered no loss at all or only a significantly lower loss than the above lump sum. In this case, the amount of the lump sum shall be adjusted accordingly.

(4) The rights of the customer pursuant to § 8 of these GTC 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.

§ 4 Delivery, transfer of risk, acceptance, default of acceptance

(1) If a delivery is part of the contract, it shall be ex warehouse. At the customer's request and expense, the goods shall be shipped to another destination (sale to destination). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(1) The delivery of goods and components required to carry out the work shall be free to the construction site.

(2) The place of performance for the delivery or service and any subsequent performance shall be our registered office.

(2) The place of performance for the delivery or service and any subsequent performance shall be the place where the service is provided.

(3) 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 or is customary, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly or directly to an agreed or customary acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(4) If the customer is in default of acceptance, fails to cooperate or if our delivery or service 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). In order to fulfill our contractual obligations, the customer must provide and ensure uninterrupted access to the construction site.

(5) The use of the goods for their intended purpose or their commissioning constitutes an implied acceptance by the customer. In this case, acceptance no longer needs to be expressly declared by the customer.

§ 5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT. The deduction of a discount is only permitted in the event of an express written agreement.

(2) In the case of sale to destination (§ 4 para. 1 sentence 2), the customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

(3) Payment is due and payable within 14 calendar days of invoicing and delivery or service or acceptance of the goods or service. However, we are entitled at any time, even within the framework of an ongoing business relationship, to perform a delivery or service in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

(4) The customer shall be in default upon expiry of the above payment deadline. Interest shall be charged on the agreed remuneration during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(5) The customer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery or service, the customer's counter-rights shall remain unaffected, in particular pursuant to § 7 para. 6 sentence 2 of these GTC.

(6) If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim to the agreed remuneration is jeopardized by the customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

(7) We reserve the right to adjust the prices if the labor or material costs demonstrably and significantly change between the time of the offer and the contractual performance due to unforeseeable circumstances. In the event that the documents provided by the customer were incorrect or incomplete and an unforeseeable change to the originally agreed service by us becomes necessary as a result, we are also entitled to make an appropriate adjustment to the prices. The same applies in the event of changes to the law or changes to technical standards or guidelines after conclusion of the contract.

§ 6 Retention of title

(1) We reserve title to the delivered goods until full payment of all our current and future claims arising from the contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

(3) If the customer acts in breach of contract, in particular in the event of non-payment of the remuneration 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 on the basis of the retention of title. The demand for return does not at the same time include a declaration of withdrawal; rather, we are entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the customer does not pay the remuneration 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.

(4) Until revoked in accordance with (c) 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.

(a) 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.

(b) 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 stated in paragraph 2 shall also apply with regard to the assigned claims.

(c) 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 3. 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.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.

§ 7 Claims for defects by the customer

(1) The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. Only those product descriptions that are the subject of the individual contract shall be deemed to be an agreement on the quality of the goods.

(3) If the quality has not been agreed, the relevant statutory regulations shall be used to assess whether a defect exists or not. However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified of this in writing without delay. If the customer fails to properly inspect the goods and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.

(6) We are entitled to make the subsequent performance owed dependent on the customer paying the remuneration due. However, the customer shall be entitled to retain a reasonable part of the remuneration in proportion to the defect.

(7) 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 must return the defective item to us in accordance with the statutory provisions.

(8) If the customer has installed the delivered defective item in another item or attached it to another item in accordance with its type and intended use, we shall be obliged to reimburse the customer for the necessary expenses for the removal of the defective item and the installation or attachment of the repaired or delivered defect-free item (reimbursement of expenses) within the scope of subsequent performance. The customer's rights are excluded if he is aware of the defect when installing or attaching the defective item. If a defect has remained unknown to the customer due to gross negligence, the customer may only assert rights due to this defect if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item. In the event of disproportionately high costs for removal and installation, we shall be free to refer the customer to the reimbursement of costs in the amount of a corresponding reasonable amount instead of reimbursement of expenses for removal and installation. When calculating this amount, the value of the item in defect-free condition and the significance of the defect must be taken into account and we must ensure that this does not circumvent the customer's right to reimbursement of removal and installation costs.

(8) If necessary, the rectification of defects shall include the removal of the defective item and the installation of the defect-free item.

(9) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, we may demand reimbursement from the customer of the costs arising from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.

(10) Only in urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, shall the customer have the right to remedy the defect himself and to demand compensation from us for the expenses objectively required for this. We must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy shall not apply if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(11) If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(11) If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may terminate the contract or reduce the purchase price. The right of withdrawal is excluded.

(12) Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with § 8, even in the case of defects, and are otherwise excluded.

(13) We shall only provide guarantees for a product that go beyond the liability for defects set out in this § 7 if we expressly agree this in writing on a project-specific basis.

§ 8 Other liability; exclusion of the right of ordinary termination

(1) Unless otherwise stated in these GTC 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.

(2) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), only
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the not insignificant 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 is limited to compensation for foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.

(4) 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 according to § 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

(5) Our liability for all claims of the customer in connection with this contract is limited to the contract value.

§ 9 Statute of limitations

(1) The limitation period for claims arising from material defects and defects of title shall be agreed on a project-specific basis. In the absence of an express agreement, the statutory limitation periods shall apply.

(2) Special statutory provisions on the statute of limitations (such as §§ 444, 445 b BGB) shall remain unaffected in any case.

(3) The respective applicable limitation periods shall also apply to contractual and non-contractual claims for damages of the customer which are based on a defect of the goods or the work, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the customer pursuant to § 8 para. 2 sentence 1 and sentence 2(a) as well as pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Choice of law and place of jurisdiction

(1) These GTC and the contractual relationship between us and the customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

§ 11 Force majeure

(1) In the event of force majeure, the affected party shall inform the other party immediately, giving full details. The affected party shall also inform the other party as soon as it is no longer affected by the force majeure.

(2) Force majeure means circumstances for which neither party is responsible and which cannot be controlled by them, such as war, terrorism, natural disasters or strikes.

(3) If the parties are prevented from fulfilling their contractual obligations due to force majeure or other circumstances which they cannot or cannot reasonably be expected to eliminate, their respective obligations under the contract shall be suspended for the corresponding period. The agreed performance deadlines shall be extended accordingly.

§ Section 12 Intellectual property

(1) If items are manufactured according to drawings, sketches or other instructions provided by the customer, the customer shall be solely responsible for ensuring that no third-party property rights are infringed.

(2) The customer shall not be entitled to any rights against us due to infringements of property rights which are based on the observance of the documents provided by the customer or his instructions.

(3) If claims are asserted against us by third parties due to such a breach of the duty to protect, the customer shall indemnify us in full against these claims.

§ 13 Confidentiality

(1) The parties undertake to treat all confidential information that comes to their knowledge directly or indirectly in connection with this contract as strictly confidential and not to disclose it to unauthorized persons or make it accessible in any other way without the prior written consent of the other party. In addition, the parties undertake to take suitable precautions to protect the confidential information and to secure it against unauthorized access by third parties.

(2) Confidential information within the meaning of Section 13 (1) of these GTC is all information made available to a party about the subject matter of the contract, regardless of its form.

(3) Information shall not be regarded as confidential if it had already been made public or was accessible to the recipient of the information at the time it became known.

(4) The parties, their bodies (e.g. shareholders, supervisory board, management board) and their employees are entitled to receive confidential information, in the latter case, however, only if they are obliged to maintain confidentiality. Persons who are obliged by law to maintain confidentiality (e.g. tax consultants, auditors, lawyers) are also entitled to receive confidential information.

§ 14 Final provisions

(1) In the event that one or more of the clauses of these GTC are invalid in whole or in part, this shall not affect the validity of the remaining clauses.

(2) Amendments and supplements to the agreements made between the parties must be made in writing.

(3) The customer is not permitted to assign the contract in whole or in part to a third party without our prior written consent.