§ 1 General

1. all deliveries and services are subject to these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the purchaser shall not become part of the contract even if the order is accepted. In the absence of a special agreement, a contract is concluded with the supplier's written order confirmation.

2. the supplier reserves the right to samples, cost estimates, drawings and the like. The Supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature - also in electronic form; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser accessible to third parties only with the Purchaser's consent.

§ 2 Price and payment

1. our claims are due for payment on the dates stated in the relevant invoices, in the absence of a date immediately. Discounts are only permitted if expressly stated in the order confirmation and/or invoice.

2. if payment is not made by the due date, we shall be entitled to charge interest at a rate of 3 % above the applicable discount rate of the Deutsche Bundesbank plus the applicable value added tax on the interest from the date on which the due date is exceeded. We reserve the right to claim higher interest on arrears.

3. bills of exchange and checks, including those from our customer's customers, shall only be accepted on account of payment. The liabilities on which these are based shall only be deemed to have been repaid when the bill of exchange or check amount has been credited by the debtor of the security. This also applies in the case of the debtor's so-called bill of exchange/cheque payment method, insofar as we have assumed the issuer's liability as a "mere" contingent liability. All bill of exchange and check costs shall be borne by the payer.

4. in the event that payments are not made on time when due, all our other claims shall become due, irrespective of any concessions of destination or the term of accepted bills of exchange. In this case, we shall also be entitled to demand securities and/or to carry out outstanding deliveries only against advance payment or against the provision of securities. If payment deadlines are exceeded, we may also prohibit the resale of the goods delivered under retention of title, their processing and / or treatment as well as their combination and / or mixing and demand their immediate return or the transfer of indirect possession at the expense of the customer or buyer without having to withdraw from the contract. 5.

5. the purchaser shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.

§ 3 Transfer of risk, acceptance

1. the risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier has notified the customer that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.

2. if dispatch or acceptance is delayed or does not take place as a result of circumstances for which the supplier is not responsible, the risk shall pass to the customer from the day of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out any insurance requested by the Purchaser at the latter's expense.

3. partial deliveries are permissible, insofar as reasonable for the purchaser.

§ 4 Retention of title

1. the supplier retains title to all delivery items until the customer has paid all current claims arising from the delivery contract.

2. in the event of breach of contract by the customer, in particular in the event of default in payment, the supplier shall be entitled to take back the delivery items. In this case, the customer hereby agrees to take back the goods. Taking back the goods shall only constitute a withdrawal from the contract if this is expressly declared by the Supplier. The costs incurred by the Supplier as a result of taking back the goods (in particular transportation costs) shall be borne by the Purchaser. Furthermore, the Supplier shall be entitled to prohibit the Purchaser from any resale or processing of the items delivered under retention of title and to revoke the direct debit authorization (paragraph 5). 3.

3. the purchaser is obliged to treat the delivery items with care; in particular, he is obliged to insure them adequately at his own expense against natural hazards and theft at replacement value. Any resulting claims against the insurance company are hereby assigned to the Supplier.

4. the customer may neither pledge the delivery items and the claims replacing them nor assign them as security. In the event of seizures or other interventions by third parties, the Purchaser must inform the Supplier immediately in writing so that the Supplier can file an action in accordance with § 771 of the German Code of Civil Procedure (ZPO). The costs of this action remaining to the Supplier despite winning the legal dispute in accordance with § 771 ZPO shall be borne by the Purchaser.

5. the purchaser is entitled to resell, process or mix the delivery items in the ordinary course of business. In doing so, however, the Purchaser hereby assigns to the Supplier all claims arising from the resale, processing, mixing or other legal grounds (in particular from the securities or unauthorized actions) in the amount of the final invoice amount agreed with the Supplier, including value added tax. The Purchaser shall remain authorized to collect these claims even after the assignment, whereby the Supplier's authority to collect the claim itself shall remain unaffected. However, the Supplier undertakes not to collect the claim as long as the Purchaser meets its payment obligations from the proceeds received, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, the Purchaser must inform the Supplier on request of the assigned claims and the debtor, provide all information necessary for collection, hand over the relevant documents and inform the debtor (third party) of the assignment. The direct debit authorization may be revoked by the Supplier in the event of breaches of contract (in particular default of payment) by the Customer.

6. the retention of title shall also extend to the products resulting from processing, mixing or combining with the items delivered by the supplier at their full value, whereby these processes are carried out for the supplier, so that the supplier is deemed to be the manufacturer. If, in the event of processing, mixing or combining with parts of third parties, their right of ownership remains, the Supplier shall acquire co-ownership in proportion to the objective values of these parts.

7. the customer shall also assign to the supplier the claims to secure the supplier's claims against the customer which arise against a third party through the combination of the delivered items with a property.

8. the securities to which the Supplier is entitled shall not be covered to the extent that the value of the Supplier's securities exceeds the nominal value of the claims to be secured by 10%. The selection of the securities to be released is the responsibility of the supplier.

§ 5 Claims for defects

For material defects and defects of title in the delivery, the supplier shall provide the following warranty to the exclusion of further claims - subject to Section VII:

Material defects

1. all those parts which prove to be defective as a result of a circumstance occurring before the transfer of risk shall be repaired or replaced free of defects at the discretion of the supplier free of charge. The discovery of such defects must be reported to the supplier immediately in writing. Replaced parts shall become the property of the supplier.

2. the customer shall, after consultation with the supplier, give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the supplier deems necessary; otherwise the supplier shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Supplier must be notified immediately, shall the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.

3. of the direct costs arising from the repair or replacement delivery, the supplier shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified.

4. within the framework of the statutory provisions, the customer has the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for him for the repair or replacement delivery due to a material defect to expire without result. If there is only an insignificant defect, the customer shall only be entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise be excluded. Further claims shall be determined in accordance with § 6, No. 2 of these terms and conditions.

5. no warranty shall be assumed in particular in the following cases: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - insofar as they are not the responsibility of the supplier.

6. if the customer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.

Defects of title

7. if the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the supplier shall, at his own expense, procure the right for the customer to continue using the delivery item or modify the delivery item in a manner reasonable for the customer in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the Supplier shall also be entitled to withdraw from the contract. In addition, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the owners of the property rights concerned.

8. the obligations of the supplier mentioned in § 5, item 7 are, subject to § 6, item 2, conclusive in the event of an infringement of property rights or copyrights. They shall only apply if

- the Purchaser informs the Supplier immediately of any asserted infringements of industrial property rights or copyrights,

- the Purchaser supports the Supplier to a reasonable extent in the defense against the asserted claims or enables the Supplier to carry out the modification measures in accordance with § 5, Clause 7,

- the Supplier reserves the right to take all defensive measures, including out-of-court settlements,

- the defect of title is not based on an instruction of the Purchaser and

- the infringement of rights was not caused by the fact that the customer has modified the delivery item without authorization or used it in a manner not in accordance with the contract.

§ 6 Liability

1. if the delivery item cannot be used by the customer in accordance with the contract due to the fault of the supplier as a result of omitted or faulty execution of suggestions and advice made before or after conclusion of the contract or due to the breach of other contractual secondary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of § 5 and § 6, No. 2 shall apply accordingly, excluding further claims by the customer.

2. the supplier shall only be liable for damage that has not occurred to the delivery item itself - for whatever legal reasons

a. in the case of intent,

b. in the event of gross negligence on the part of the owner / executive bodies or senior employees,

c. in the event of culpable injury to life, limb or health,

d. in the event of defects which he has fraudulently concealed or the absence of which he has guaranteed,

e. in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims are excluded.

§ 7 Statute of limitations

All claims of the customer - on whatever legal grounds - shall become time-barred after 12 months. The statutory limitation periods shall apply to claims for damages in accordance with § 6, sub-sections 2 a - e. They shall also apply to defects in a building. They shall also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.

§ 8 Information / samples

1. information obtained from us about deliveries or other services shall in any case be non-binding, even if it is provided in writing. In the absence of any other written announcement, information shall in no case be deemed to be a guarantee of properties.

2. samples and specimens shall be regarded as approximate illustrative pieces for quality, dimensions and color.

§ 9 Use of software

If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The customer may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§ 69 a ff. UrhG). The Customer undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the prior express consent of the Supplier.

All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.

§ 10 Applicable law, place of jurisdiction

1. all legal relationships between the supplier and the customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.

2. the place of jurisdiction is the court responsible for the supplier's registered office. However, the supplier is entitled to bring an action at the customer's head office.

§ 11 Invalidity of a condition

Should individual provisions of these terms and conditions be invalid or be declared invalid by a legally binding court judgment, the validity of the remaining provisions shall remain unaffected.