General Terms and Conditions

1. Scope of application, Form

1.1 These General Terms and Conditions of Sale, hereinafter referred to as „GTC“, shall apply to all our business relations with our customers, hereinafter referred to as “buyer”. The GTC shall only apply if the buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law. Unless otherwise agreed, these GTC in the version valid at the time of the buyer‘s order or in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.

1.2 Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. Individual agreements and details in our order confirmation take precedence over these GTC.

1.3 Legally relevant declarations and notifications by the buyer in relation to the contract must be made in writing. Written form within the meaning of these GTC includes written and text form.

2. Conclusion of contract

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation, other product descriptions or documents to which we reserve ownership and copyright.

2.2 The order of the goods by the buyer shall be deemed to be a binding offer of contract unless otherwise stated in the order, we shall be entitled to accept this offer of contract within seven (7) days of its receipt by us. Acceptance may be declared either in writing or by delivery of the goods to the buyer.

3. Delivery, Delivery time, Transfer of risk

3.1 The delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent delivery. At the request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves, in particular the transport company, the shipping route and the packaging.

3.2 Unless the delivery period has been agreed individually or stated upon acceptance of the order, it shall be approximately two (2) weeks from conclusion of the contract. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, we shall inform the buyer of this without delay and at the same time notify the buyer 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 will immediately refund any consideration already paid by the buyer.

3.3 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer as soon as the goods are delivered to the forwarding agent, the carrier or any other person designated to carry out the shipment.

4. Prices, Terms of payment

4.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax. In the case of sale by delivery to a place other than the place of performance, the buyer shall bear the transport costs ex warehouse. From a net order value of EUR 255,00, our deliveries within Germany are free house delivery, outside Germany free German border. In the case of express shipments requested by the buyer, additional freight or additional postage shall be borne by the buyer.

4.2 The purchase price is due and payable within thirty (30) days from the date of the invoice. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Upon expiry of the aforementioned payment deadline, the buyer shall be in default. The buyer shall only be entitled to set-off or rights of retention insofar as his claim has been ascertained by a court or is undisputed. If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the buyer‘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.

5. Retention of title

5.1 We reserve title to the goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims). The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The buyer 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, such as seizures.

5.2 Until revoked, the buyer is authorised to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us as security all claims against third parties arising from the resale of the goods. We accept the assignment. The buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us. However, if this is no longer the case, we may demand that the buyer 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. Furthermore, in this case we are entitled to revoke the buyer‘s authorisation to further sell the goods subject to retention of title. If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the request of the buyer.

6. Claims for defects of the buyer

6.1 The statutory provisions shall apply to the purchaser‘s rights in the event of material defects and defects of title, including wrong delivery and short delivery, unless otherwise stipulated below.

6.2 The basis of our liability for defects is above all the agreement reached on the quality and the presumed use of the goods. All product descriptions and manufacturer‘s specifications which are the subject matter of the individual contract or which were publicly announced by us in particular in catalogues or on our Internet homepage at the time of the conclusion of the contract shall be deemed to be a quality agreement in this sense.

6.3 As a matter of principle, we shall not be liable for defects of which the buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence. Furthermore, the buyer‘s claims for defects presuppose that he has complied with his statutory duties of inspection and notification (§§ 377, 381 German Commercial Code). If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified thereof in writing without delay. In any case, obvious defects shall be notified to us in writing within seven (7) working days of delivery and defects which are not apparent on inspection within the same period of time from discovery. If the buyer fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.

6.4 If the delivered good is defective, we may initially choose whether to perform by remedying the defect (subsequent improvement) or by delivering a good free of defects (replacement delivery). If the type of supplementary performance chosen by us is unreasonable for the buyer in the individual case, he may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the supplementary performance owed dependent on the buyer paying the purchase price. However, the buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.

6.5 If a reasonable period of time to be set by the buyer for performance has expired unsuccessfully or is dispensable under the statutory provisions, the buyer may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.

6.6 Claims of the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with section 7 of these GTC and are otherwise excluded.

7. Other liability

7.1 Insofar as nothing to the contrary arises from these GTC including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.

7.2 We shall be liable for damages, irrespective of the legal grounds, within the framework 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, for damages arising from injury to life, limb or health and for damages arising from the breach of a material contractual obligation (obligation whose fulfilment is a prerequisite for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in the latter case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.

7.3 The limitations of liability resulting from section 7.2 of these GTC shall also apply to third parties for breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They do 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 buyer under the Product Liability Act (Produkthaftungsgesetz).

7.4 The buyer may only withdraw from the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.

8. Limitation period

8.1 Notwithstanding § 438 (1) No. 3 German Civil Code, the general limitation period for claims arising from material defects and defects of title shall be one (1) year from delivery. Special statutory provisions on the limitation period shall remain unaffected.

8.2 The limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in the individual case. The buyer‘s claims for damages according to section 7.2 sentence 1, according to section 7.2 sentence 2 first case and according to the Product Liability Act (Produkthaftungsgesetz) shall become statute-barred exclusively according to the statutory limitation periods.

9. Choice of law, Jurisdiction

9.1 These GTC and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

9.2 The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship is our registered office in Ingolstadt, Germany. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

Registry Office

Ingolstadt HRB 188

President: Dr. Harald Wack

Director Consumer Division: Receb Dursun

Director Industrial Division: Ralph Hoeckle