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I. General provisions

  1. For the legal relationships between the supplier and the purchaser in connection with deliveries and / or services provided by the supplier (hereinafter: deliveries), these general terms and conditions of the purchaser shall only apply to the extent that the supplier has expressly consented to them in writing. The mutual written declarations are authoritative for the scope of the deliveries.

  2. The supplier reserves the right to exploit property rights and copyrights without restriction on cost estimates, drawings and other documents (hereinafter: documents). The documents may only be made available to third parties with the prior consent of the supplier and must be returned to the supplier immediately upon request if the order is not placed with the supplier. Sentences 1 and 2 apply accordingly to the purchaser's documents; however, these may be made available to third parties to whom the supplier has authorized deliveries.

  3. The customer has the non-exclusive right to use standard software and firmware with the agreed performance characteristics in unchanged form on the agreed devices. The customer may create a backup copy of the standard software without express agreement.

  4. Partial deliveries are permitted as long as they are reasonable for the customer.

  5. The term “claims for damages” in these delivery conditions also includes claims for reimbursement of wasted expenses.

II. Prices, terms of payment and offsetting

  1. The prices are ex works excluding packaging plus the applicable statutory sales tax.

  2. If the supplier has taken over the installation or assembly and nothing else has been agreed, the customer bears all necessary ancillary costs such as travel costs, costs for the transport of hand tools and personal luggage as well as allowances in addition to the agreed remuneration.

  3. Payments are to be made free to the supplier's payment office.

  4. The customer can only offset claims that are undisputed or have been legally established. The supplier is entitled to offset all claims owed by the supplier or that company based in Germany that are affiliated companies within the meaning of §§ 15 ff. AktG of the supplier ("group companies") against all claims that the customer has has against the supplier. Group companies are the companies listed in the "Group companies" list, which the supplier makes available to the customer on request.

  5. Alloy surcharges on stainless steels and metals, copper, brass, lead etc. and other raw material surcharges are calculated at the applicable rates.

III. Retention of title

  1. The delivery items (reserved goods) remain the property of the supplier until all claims to which he is entitled against the customer from the business relationship have been met. If the value of all security interests to which the supplier is entitled exceeds the amount of all secured claims by more than 10%, the supplier will release a corresponding part of the security interests at the request of the customer; the supplier is entitled to choose between various security rights when approving the release.

  2. During the existence of the retention of title, the purchaser is prohibited from pledging or assignment by way of security and resale is only permitted to resellers in the normal course of business and only on the condition that the reseller receives payment from his customer or makes the reservation that ownership is only transferred to the customer, if he has fulfilled his payment obligations.

  3. In the event of seizures, confiscations or other dispositions or interventions by third parties, the customer must notify the supplier immediately.

  4. In the event of breaches of duty by the purchaser, in particular in the event of default in payment, the supplier is entitled to withdraw from the contract in addition to taking back the goods after the unsuccessful expiry of a reasonable deadline set for the purchaser; the statutory provisions on the dispensability of setting a deadline remain unaffected. The purchaser is bound to the publishing. The withdrawal or assertion of the reservation of title or the seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly stated this.

IV. Deadlines for deliveries; Default

  1. Compliance with deadlines for deliveries presupposes the timely receipt of all documents to be supplied by the purchaser, necessary permits and releases, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the purchaser. If these prerequisites are not met in a timely manner, the deadlines are extended appropriately; this does not apply if the supplier is responsible for the delay.

  2. If the non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot, or to similar events, e.g. strike, lockout, the deadlines are extended appropriately. The same applies in the event of late or improper delivery to the supplier.

  3. If the supplier is in default, the purchaser can - provided he can credibly show that he has suffered damage as a result - compensation for each completed week of delay of 0.5%, but a total of no more than 5% of the price for the part of the delivery request that could not be put into appropriate operation due to the delay.

  4. Both claims for damages by the customer due to delay in delivery and claims for damages in lieu of performance that go beyond the limits specified in No. 3 are excluded in all cases of delayed delivery, even after a delivery deadline set by the supplier. This does not apply if there is mandatory liability in cases of willful intent, gross negligence or injury to life, limb or health. The purchaser can only withdraw from the contract within the framework of the statutory provisions if the supplier is responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

  5. At the request of the supplier, the customer is obliged to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or whether he insists on delivery.

  6. If dispatch or delivery is delayed by more than one month after notification of readiness for dispatch at the request of the customer, the customer can be charged a storage area of ​​0.5% of the price of the delivery items for each additional month commenced, up to a maximum of 5% . The contracting parties are not exempt from providing evidence of higher or lower storage costs.

V. Transfer of Risk

  1. Even in the case of carriage paid delivery, the risk is transferred to the customer as follows:

    • for deliveries without installation or assembly, when they have been dispatched or picked up. At the request and expense of the customer, deliveries will be insured by the supplier against the usual transport risks;

    • in the case of deliveries with installation or assembly, on the day of acceptance in the company's own plant or, if agreed, after a fault-free trial run

  2. If the dispatch, delivery, start, execution of the installation or assembly, the takeover in the own company or the trial run is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for other reasons, the risk shall be borne by the customer above.

VI. Receiving

The customer may not refuse to accept deliveries due to minor defects.

VII. Material defects

The supplier is liable for material defects as follows:

  1. All those parts or services, at the option of the supplier, are to be repaired free of charge, to be delivered again or to be rendered anew that show a material defect within the limitation period - regardless of the operating time - provided that the cause already existed at the time of the transfer of risk.

  2. Claims for supplementary performance become statute-barred 12 months from the start of the statutory limitation period; The same applies to withdrawal and reduction. This deadline does not apply if the law $ 438, Paragraph 1, No. 2 (structures and items for buildings), 479, Paragraph 1 (right of recourse) and 634a, Paragraph 1, No. 2 (construction defects) BGB prescribes longer periods in the event of intent, malicious concealment of the defect as well as non-compliance with a quality guarantee. The legal regulations on suspension of expiry, suspension and restart of the deadlines remain unaffected.

  3. Notices of defects by the purchaser must be made immediately in writing.

  4. In the event of notices of defects, payments by the customer may be withheld to an extent that is reasonable in relation to the material defects that have occurred. The customer can only withhold payments if a notice of defects is asserted whose justification there can be no doubt. The customer has no right of retention if his claims for defects have expired. If the notification of defects is wrong, the supplier is entitled to demand reimbursement of the expenses incurred by the customer.

  5. The supplier is to be given the opportunity to provide supplementary performance within a reasonable period of time.

  6. If the supplementary performance fails, the customer can - regardless of any claims for damages in accordance with No. 10 - withdraw from the contract or reduce the remuneration.

  7. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources, defective construction work, unsuitable subsoil or due to special external influences arise that are not required by the contract, as well as non-reproducible software errors. If the purchaser or a third party undertakes improper changes or repairs, there are no claims for defects for these and the resulting consequences.

  8. Claims by the purchaser due to the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the object of the delivery was subsequently moved to a location other than the purchaser's branch unless the shipment corresponds to its intended use.

  9. Recourse claims of the customer against the supplier in accordance with § 478 BGB (recourse by the entrepreneur) only exist insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects. For the scope of the purchaser's right of recourse against the supplier in accordance with Section 478 (2) GBG, No. 8 also applies accordingly.

  10. Claims for damages by the customer due to a material defect are excluded. This does not apply in the case of fraudulent concealment of the defect, failure to comply with a guarantee of quality, injury to life, limb, health or freedom and an intentional or grossly negligent breach of duty by the supplier. A change in the burden of proof to the detriment of the customer is not associated with the above regulations. Any further claims or claims other than those regulated in this Art. VII due to a material defect are excluded.

VIII. Industrial property rights and copyrights; Defects of title

  1. Unless otherwise agreed, the supplier is obliged to make the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the customer due to the infringement of property rights through deliveries made by the supplier and used in accordance with the contract, the supplier is liable to the customer within the period specified in Art. VII No. 2 as follows:

    • The supplier will, at his option and at his own expense, either obtain a right of use for the deliveries concerned, change them so that the property right is not violated, or exchange them. If this is not possible for the supplier under reasonable conditions, the customer is entitled to the statutory rights of withdrawal or reduction in price.

    • The supplier's obligation to pay damages is based on Art. X.

    • The above-mentioned obligations of the supplier only exist if the customer immediately notifies the supplier in writing of the claims asserted by the third party, does not acknowledge a violation and the supplier reserves the right to take all defense measures and settlement negotiations. If the customer ceases to use the delivery to reduce the damage or for other important reasons, he is obliged to point out to the third party that the cessation of use does not constitute an acknowledgment of an infringement of property rights.

  2. Claims by the customer are excluded if he is responsible for the infringement of property rights.

  3. Claims by the purchaser are also excluded if the infringement of property rights is caused by special requirements of the purchaser, by an application not foreseeable by the supplier or by the fact that the delivery is changed by the purchaser or used together with products not supplied by the supplier.

  4. In the event of infringement of property rights, the provisions of Art. VII No. 4, 5 and 9 apply accordingly to the claims of the customer regulated in No. 1a).

  5. In the event of other legal defects, the provisions of Art. VII apply accordingly.

  6. Any further claims or claims other than those regulated in Art. VIII by the customer against the supplier and his vicarious agents due to a legal defect are excluded.

IX. Impossibility; Contract adjustment

  1. If delivery is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. However, the purchaser's claim for damages is limited to 10% of the value of that part of the delivery that cannot be put into appropriate operation due to the impossibility. This limitation does not apply if liability is mandatory in cases of willful intent, gross negligence or due to injury to life, limb or health; this does not involve a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.

  2. If unforeseeable events within the meaning of Art. IV No. 2 significantly change the economic significance or the content of the delivery or have a significant effect on the supplier's operations, the contract will be appropriately adapted in good faith. If this is not economically justifiable, the supplier has the right to withdraw from the contract. If he wishes to make use of this right of withdrawal, he must notify the customer immediately after recognizing the scope of the event, even if an extension of the delivery time was initially agreed with the customer.

X. Other claims for damages; Statute of limitations

  1. Claims for damages by the purchaser, regardless of the legal reason, in particular due to breach of obligations from the contractual relationship and tort, are excluded.

  2. This does not apply if there is mandatory liability, e.g. according to the Product Liability Act, in cases of willful intent, gross negligence, due to injury to life, limb or health or due to the breach of essential contractual obligations. The claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability is due to injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

  3. Insofar as the customer is entitled to claims for damages, these shall become statute-barred upon expiry of the statute of limitations according to Art. VII No. 2. The same applies to claims of the customer in connection with measures to prevent damage (e.g. recall campaigns). In the case of claims for damages under the Product Liability Act, the statutory statutes of limitations apply.

XI. Place of jurisdiction and applicable law

  1. If the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the supplier. However, the supplier is also entitled to sue at the buyer's registered office.

  2. German substantive law applies to the legal relationships in connection with this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XII. Binding nature of the contract

The contract remains binding in its remaining parts even if individual provisions are legally ineffective. This does not apply if adherence to the contract would represent unreasonable hardship for one of the parties.

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