I. General Provisions, Scope, Form

1.1.
The following General Terms and Conditions of Sale and Delivery (“GTC”) shall apply to all business relationships with our customers (“Purchasers”). These GTC apply only if the Purchaser is an entrepreneur (Section 14 of the German Civil Code – BGB), a legal entity under public law, or a special fund under public law.
1.2
These GTC particularly apply to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the version of the GTC in effect at the time of the Purchaser’s order, or in any case the most recently communicated text form version, shall apply as a framework agreement for similar future contracts without requiring reference to them in each case.
1.3
Our GTC apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Purchaser shall only become part of the contract if we have expressly agreed to their validity. This consent requirement applies in all cases, including situations where the Purchaser refers to its own terms and conditions in connection with the order and we do not expressly object.
1.4
Individual agreements (e.g., framework supply agreements, quality assurance agreements) and our order confirmation shall take precedence over these GTC. Trade terms shall, in case of doubt, be interpreted according to Incoterms® issued by the International Chamber of Commerce (ICC) in Paris in the version valid at the time the contract is concluded.

Legally relevant declarations and notifications by the Purchaser relating to the contract (e.g. setting deadlines, notice of defects, withdrawal, or reduction) must be made in writing. “Written form” within the meaning of these GTC includes written and text form (e.g., letter, email, fax). Statutory form requirements and proof obligations, particularly in cases of doubt regarding the authority of the declaring party, remain unaffected. References to the applicability of statutory provisions are for clarification only. The statutory provisions shall apply even without such clarification, unless they are directly modified or expressly excluded in these GTC.

II. Offer and Order Confirmation

Our offers and any other oral or written communications are non-binding. A contract is concluded only upon our order confirmation or by execution of the order.

III. Prices

Unless otherwise agreed in an individual case, prices shall be calculated based on the price list valid at the time the contract is concluded, EXW, plus VAT.
We may adjust the prices payable under the contract at our reasonable discretion to reflect changes in cost factors relevant to the price calculation. A price increase or decrease may occur, for example, when costs for materials and/or raw materials and/or energy and/or procurement thereof and/or wage costs due to collective agreements rise or fall. Increases in one cost category may only justify a price increase to the extent that they are not offset by reductions in other categories. In the event of cost reductions, prices shall be reduced accordingly unless such reductions are wholly or partially offset by increases in other areas.
When exercising reasonable discretion in adjusting prices, we shall ensure that cost reductions are not taken into account in a manner less favorable to the Purchaser than cost increases, meaning that cost reductions shall affect pricing at least to the same extent as cost increases.

IV. Delivery

1. The commencement of any delivery period indicated by us requires clarification of all technical questions. Compliance with our delivery obligations further requires the timely and proper fulfilment of the Purchaser’s obligations. We reserve the right to plead non-performance of the contract.
2. If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of performance), we shall inform the Purchaser without delay and notify the expected new delivery deadline. If performance remains unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Purchaser shall be refunded without delay.
   Unavailability of performance includes, for example, delayed self-supply by our suppliers where we have concluded a congruent covering transaction, other disruptions in the supply chain due to force majeure, or situations where we are not obliged to procure the goods in the specific case.
   Force majeure includes any event beyond our control that wholly or partially prevents us from fulfilling our obligations, including fire damage, flooding, strikes, lawful lockouts, unexpected pandemics or epidemics, as well as operational disruptions or governmental orders not caused by us. Supply difficulties and other performance disruptions on the part of our upstream suppliers shall be considered force majeure if they are caused by an event of force majeure within the meaning defined above.
3. Partial deliveries are permissible to an extent reasonable for the Purchaser. Fixed-date transactions shall not be concluded.
4. Shipment is made by freight ex works.
5. Our delivery obligations are fulfilled when the Goods leave the factory, warehouse, or are handed over to a carrier. At that moment, the risk passes to the Purchaser, even if we bear the transport costs. At this time, all risk is transferred to the buyer. This also applies if we bear the transport costs.
6. If the Purchaser is in default of acceptance, fails to cooperate, or if delivery is delayed for other reasons attributable to the Purchaser, we may claim compensation for resulting damages including additional expenses (e.g. storage costs). We charge a lump-sum compensation of EUR 15 per pallet storage space per calendar day, beginning with the delivery deadline or—absent a deadline—the notification of shipping readiness.
   Evidence of higher damages and our statutory claims remain unaffected; the lump sum shall, however, be offset against further monetary claims. The Purchaser may prove that no or significantly lower damage has occurred.

V. Tolerances

Where Goods are manufactured using machinery designed for mass production, over- or under-deliveries of a reasonable quantity are permissible. Minor deviations in dimensions, weight, color shades, print layout, printing, or quality of printing materials do not constitute defects and do not entitle the Purchaser to lodge complaints.

VI. Warranty

1. The Purchaser’s rights regarding material and legal defects (including incorrect or short delivery as well as improper assembly/installation or defective instructions) shall be governed by statutory provisions unless otherwise stipulated herein. Any separate guarantees, especially by the manufacturer, remain unaffected.
2. The basis of our liability for defects is primarily the agreement reached regarding the condition and the intended use of the Goods (including accessories and instructions). Any product descriptions forming part of the individual contract or publicly available at the time of contract conclusion shall be deemed agreements on quality. If no agreement on quality has been made, it shall be determined according to statutory provisions whether a defect exists (Section 434 (3) BGB).
3. We are not liable for defects known to the Purchaser at the time of contract conclusion or resulting from grossly negligent ignorance (Section 442 BGB). Furthermore, the Purchaser’s defect claims require compliance with its statutory inspection and notification obligations (Sections 377, 381 of the German Commercial Code – HGB).
   If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified in writing without delay.
   Obvious defects must in any case be reported within 5 working days of delivery; concealed defects within the same period after discovery.
   Failure to properly inspect or notify defects excludes our liability for unreported or late-reported defects under statutory provisions.
4. If the delivered item is defective, we may choose whether to provide supplementary performance through repair or replacement. If the type of supplementary performance chosen by us is unreasonable for the Purchaser, the Purchaser may reject it. Our right to refuse supplementary performance under statutory provisions remains unaffected.
5. We may make supplementary performance conditional upon the Purchaser paying the due purchase price. The Purchaser may, however, withhold a reasonable part of the purchase price relative to the defect.
6. The Purchaser must grant us the necessary time and opportunity to carry out supplementary performance, particularly by providing the defective Goods for inspection. In case of replacement, the Purchaser must return the defective item to us upon request under statutory provisions; the Purchaser does not have an independent right of return.
7. We shall bear or reimburse the necessary expenses for inspection and supplementary performance, including transport, travel, labor, material, and, if applicable, removal and installation costs, in accordance with statutory provisions and these GTC, provided a defect actually exists.
   If no defect is present, we may demand reimbursement of the costs incurred due to the unjustified request for defect rectification if the Purchaser knew or ought to have known that no defect existed.
8. In urgent cases, such as risks to operational safety or to prevent disproportionate damage, the Purchaser may remedy the defect itself and claim reimbursement of the objectively necessary expenses from us. We must be notified immediately, preferably in advance. The right to self-remedy does not exist if we would be entitled to refuse supplementary performance.
9. If a deadline for supplementary performance set by the Purchaser expires unsuccessfully or is unnecessary under statutory provisions, the Purchaser may withdraw from the contract or reduce the purchase price in accordance with statutory law. A right of withdrawal does not exist in the case of an insignificant defect.
10. Except as otherwise stated below, the general limitation period for defect claims is one year from delivery. Where acceptance is required, the limitation period begins upon acceptance.
11. The limitation periods in clause 6.10 also apply to contractual and non-contractual claims for damages based on a defect in the Goods, unless the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter period in the individual case.
    Claims for damages under clause 7.2 sentences 1 and 2(a) and under the Product Liability Act are subject exclusively to statutory limitation periods.

VII. Other Liability

1. Unless otherwise provided in these GTC, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
2. We shall be liable for damages—regardless of legal basis—within the scope of fault-based liability for intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations (e.g. duty of care in one’s own affairs, minor breaches of duty), only for:
   a) damages resulting from injury to life, body, or health;
   b) damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential for proper performance of the contract and on whose observance the contractual partner regularly relies and may rely). In such cases, our liability is limited to the foreseeable, typically occurring damage.
3. The limitations in clause 7.2 apply also to breaches of duty by third parties whose conduct we are responsible for under statutory provisions. They do not apply where a defect has been fraudulently concealed, a guarantee for the quality of the Goods has been assumed, or for claims under the Product Liability Act.

VIII. Payment Terms

1. Invoices are issued on the date of delivery or provision of the Goods and are payable without deduction no later than 14 days from the invoice date.
2. Payments by the Purchaser shall be applied to the oldest outstanding debt, regardless of any contrary allocation by the Purchaser.
3. Mit Ablauf der Zahlungsfrist kommt der Käufer in Verzug. Der Kaufpreis ist während des Verzugs zum jeweils geltenden gesetzlichen Verzugszinssatz zu verzinsen. Wir behalten uns die Geltendmachung eines weitergehenden Verzugsschadens vor. Gegenüber Kaufleuten bleibt unser Anspruch auf den kaufmännischen Fälligkeitszins (§ 353 HGB) unberührt.
4. If, after contract conclusion, it becomes apparent (e.g. due to an insolvency application) that our claim to the purchase price is jeopardized by the Purchaser’s lack of financial capacity, we may refuse performance and—after setting a deadline, if required—withdraw from the contract (Section 321 BGB). For contracts involving the manufacture of non-fungible goods (custom-made items), we may withdraw immediately; statutory provisions regarding the dispensability of deadlines remain unaffected.
5. The Purchaser may withhold payments or offset them only with undisputed or legally established counterclaims. In the case of defects in the delivery, the Purchaser’s rights, particularly under clause 6.5 sentence 2, remain unaffected.

IX. Retention of Title

1. The delivered Goods remain our property until all payment obligations of the Purchaser arising from the business relationship have been fulfilled.
2. Goods subject to retention of title may not be pledged or transferred as security before full payment of the secured claims. The Purchaser must notify us immediately in writing if an insolvency application is filed or if third parties (e.g. through attachment) take action concerning Goods belonging to us.
3. In the event of a contractual breach by the Purchaser, particularly non-payment of the due purchase price, we may withdraw from the contract and/or demand return of the Goods pursuant to statutory law. The demand for return does not automatically constitute withdrawal; we may instead merely demand return while reserving the right to withdraw.
   If the Purchaser does not pay the due purchase price, we may exercise these rights only after unsuccessfully setting a reasonable payment deadline, unless such a deadline is unnecessary under statutory provisions.
4. Until revoked under clause 9.7, the Purchaser is authorized to process and/or resell the Goods in the ordinary course of business. The following provisions shall also apply in this case.
5. Retention of title extends to products resulting from processing, mixing, or combining our Goods, whereby we are deemed the manufacturer. If processing, mixing, or combining involves goods owned by third parties whose ownership persists, we acquire co-ownership proportionate to the invoice values of the goods involved.
   Otherwise, the same rules apply to the resulting product as to Goods delivered under retention of title.
6. The Purchaser hereby assigns to us all claims arising from the resale of the Goods or the processed product, either in full or in proportion to our co-ownership share (clause 9.2), as security. We accept this assignment. The Purchaser’s obligations under clause 9.2 also apply to the assigned claims.
7. The Purchaser remains authorized to collect the claims in addition to us. We shall refrain from collection as long as the Purchaser meets its payment obligations to us, no lack of financial capability exists, and we do not assert retention of title rights under clause 9.3.
   If these conditions are not met, we may require the Purchaser to disclose the assigned claims and debtors, provide all information necessary for collection, hand over all relevant documents, and notify the debtors of the assignment.
   We may also revoke the Purchaser’s right to resell and process Goods subject to retention of title.
8. If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice upon the Purchaser’s request.

X. Miscellaneous

Should any provision of these Terms and Conditions of Sale and Delivery be wholly or partially invalid, the remaining provisions shall remain unaffected.

XI. Choice of Law, Place of Performance, and Jurisdiction

1. These GTC and the contractual relationship between us and the Purchaser are governed by the laws of the Federal Republic of Germany, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods (CISG).
2. If the Purchaser is a merchant within the meaning of the German Commercial Code (HGB), 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 in Rheine. The same applies if the Purchaser is an entrepreneur pursuant to Section 14 BGB.
   However, we are also entitled to bring an action at the place of performance of the delivery obligation under these GTC or any overriding individual agreement, or at the Purchaser’s general place of jurisdiction.
   Mandatory statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected.

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Registered office of the company: Rheine – Commercial Register No. HRB 4578, Local Court of Steinfurt, Germany – Managing Director: Cihan Cesur