General Terms and Conditions of Sale

The English version of these General Terms and Conditions of Sale is a translation of the original German version. In the event of any discrepancies or ambiguities between the two versions, the German version shall prevail and be legally binding.

Scope

These General Terms and Conditions of Sale (GTCS) apply to all business relationships between us and our customers (“Buyer”). The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (§ 14 of the German Civil Code – BGB), a legal entity under public law, or a special fund under public law within the meaning of § 310 paragraph 1 BGB.
Our General Terms and Conditions of Sale shall apply exclusively. Any differing, 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. This requirement of express consent shall also apply if the Buyer refers to its own General Terms and Conditions in connection with the order and we do not expressly object to them.
These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or procure them from suppliers (§§ 433, 650 of the German Civil Code – BGB). Unless otherwise agreed, these General Terms and Conditions of Sale shall, in the version valid at the time of the Buyer’s order or in the version last communicated to the Buyer in text form, also apply as a framework agreement to future contracts of a similar nature, without our having to refer to them in each individual case.
Individually negotiated agreements with the Buyer (including collateral agreements, supplements, and amendments) and the information contained in our order confirmation shall take precedence over these General Terms and Conditions of Sale. Unless proven otherwise, the content of such agreements shall be determined by a written contract or our written confirmation.
Legally relevant declarations and notifications of the Buyer in relation to the contract (e.g., notices of defects, setting of deadlines, declarations of withdrawal or reduction) must be made in writing, i.e., in written or text form (such as by letter, e-mail, or fax). Statutory provisions prescribing more stringent form requirements, as well as requirements for additional proof (where there is doubt as to the declarant’s authorization), shall remain unaffected.
Insofar as references are made to the applicability of statutory provisions, this is for clarification purposes only. The statutory provisions shall apply even without such clarification, except where they have been modified or excluded by these General Terms and Conditions of Sale.

Offer and Conclusion of Contract

Our offers are non-binding and subject to change. This applies even if we have provided the Buyer with catalogues, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), or other product descriptions or materials (including in electronic form). We retain ownership and copyright of all materials provided to the Buyer in connection with the placement of an order. These materials may not be made accessible to third parties unless we expressly grant the Buyer our written consent to do so.
When the Buyer places an order for the Goods, this constitutes a non-binding contractual offer in accordance with § 145 of the German Civil Code (BGB). Unless otherwise indicated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.
Acceptance of the contractual offer by the Buyer can be declared either in writing (e.g., by means of an order confirmation) or by delivery of the Goods to the Buyer. In the event that we, as the Seller, do not accept the Buyer’s offer within the period specified in Section 2.2, any materials sent to the Buyer must be returned to us immediately.

Prices and Payment Terms

Unless otherwise agreed in writing in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex works, plus statutory value-added tax. The costs of packaging will be invoiced separately. Unless a fixed price has been agreed, reasonable price adjustments due to changes in labor, material, or distribution costs are reserved for deliveries made three months or more after conclusion of the contract.
In the case of a shipment purchase, the Buyer shall bear the transport costs from our warehouse and the costs of any transport insurance requested by the Buyer. If we do not charge the actual transport costs incurred in individual cases, we shall charge a flat-rate transport fee (exclusively for transport insurance) of EUR 4.90. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.
Payment of the purchase price must be made exclusively to the account specified on the reverse side. A deduction of cash discount is only permitted if specifically agreed in writing.
Unless otherwise agreed, the purchase price shall be due and payable within fourteen days from the date of invoicing and delivery or acceptance of the Goods. However, we are, even within the scope of an ongoing business relationship, entitled at any time to make delivery wholly or partially only against advance payment. We shall communicate such a reservation at the latest in the order confirmation.
The Buyer shall be in default if the above payment period expires. During the period of default, the purchase price shall bear interest at the statutory default interest rate pursuant to § 288 paragraph 2 BGB, currently nine percentage points above the respective base rate (see Appendix 1). We reserve the right to assert further claims for damages due to default. For merchants, our claim to commercial default interest pursuant to § 353 HGB shall remain unaffected.
If, after conclusion of the contract, it becomes apparent that our claim for payment of the purchase price is at risk due to the Buyer’s lack of financial capability (e.g., through an application for the opening of insolvency proceedings), we are entitled in accordance with statutory provisions to refuse performance and, if applicable, to withdraw from the contract after setting a deadline (§ 321 BGB). In contracts where the manufacture of non-replaceable goods (custom-made items) is owed, we may declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline shall remain unaffected.

Rights of Retention

The Buyer shall only be entitled to set-off or rights of retention if their claim has been legally established or is undisputed, and their counterclaim arises from the same contractual relationship. In the event that defects occur in connection with the delivery, the Buyer’s rights of recourse, in particular pursuant to Section 8.6, second sentence, of these General Terms and Conditions of Sale, shall remain unaffected.

Delivery Period and Default in Delivery

The delivery period shall be agreed individually or indicated by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately 2–4 weeks from the conclusion of the contract.
In the event that we are unable to meet contractually agreed delivery periods for reasons beyond our control, we shall inform the Buyer of this circumstance without delay and simultaneously communicate the expected or new delivery period. If a delayed delivery cannot be made even within the newly communicated delivery period due to the unavailability of performance, we shall be entitled to withdraw from the contract in whole or in part; any counter-performance already rendered by the Buyer (in the form of payment of the purchase price) shall be refunded immediately. Performance is considered unavailable, for example, if timely self-supply by our supplier did not occur, if we entered into a congruent covering transaction, if other disruptions in the supply chain exist (e.g., due to force majeure), or if we are not obliged to procure in the individual case.
Whether a delivery delay on our part as Seller exists shall be determined according to statutory provisions. However, a prerequisite for a delivery delay by us as Seller is a reminder (notice) from the Buyer. In the event of a delivery delay, the Buyer may claim liquidated damages for delay. The damage lump sum shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total no more than 5% of the delivery value of the goods delivered late. We reserve the right to provide evidence that the Buyer has suffered no damage or only a lesser damage than the lump sum.
The Buyer’s rights pursuant to Section 9 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

Delivery, Transfer of Risk, Acceptance, Delay in Acceptance

Delivery shall be made from our warehouse. The warehouse shall also be the place of performance for the delivery and for any subsequent performance. If the Buyer wishes the Goods to be shipped to a different destination (shipment purchase), the Buyer shall bear the shipping costs. Unless contractually agreed otherwise, we shall determine the method of shipment ourselves (packaging, shipping method, carrier).
Upon handover of the Goods to the Buyer, the risk of accidental loss or deterioration shall pass to the Buyer. In the case of a shipment purchase, the risk of accidental loss or deterioration of the Goods, as well as the risk of delay, shall pass to the Buyer upon delivery of the Goods to the forwarder or carrier. In the event of a contractual agreement regarding the acceptance of the Goods, such acceptance shall be decisive for the transfer of risk. Statutory provisions under contract work law shall remain unaffected. Handover or acceptance of the Goods shall be deemed equivalent if the Buyer is in default of acceptance.
If the Buyer is in default of acceptance or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to claim compensation from the Buyer for any resulting damage, including additional expenses (e.g., storage costs). In such cases, we shall invoice the Buyer a lump-sum compensation of [ ] EUR per calendar day (starting with the delivery period or, if no delivery period has been agreed, upon notification of readiness for shipment of the Goods). Statutory claims on our part (compensation for additional expenses, reasonable compensation, termination) as well as proof of higher damage shall remain unaffected.
The right to prove higher damage and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The Buyer shall, however, retain the right to prove that we have incurred no damage at all or only significantly less damage than the above lump sum.

Retention of Title

We retain ownership of the delivered Goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
Until full payment of the secured claims has been made, the Goods subject to retention of title may neither be pledged to third parties nor assigned as security. The Buyer shall notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizure) access Goods belonging to us. To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the Buyer shall be liable for the resulting shortfall.
In the event of a breach of contract by the Buyer, in particular if the due purchase price is not paid, we shall be entitled, pursuant to statutory provisions, to withdraw from the contract and/or to demand the return of the Goods on the basis of the retention of title. A demand for return shall not simultaneously constitute a declaration of withdrawal; rather, we shall be entitled merely to demand the return of the Goods while reserving the right to withdraw. If the Buyer does not pay the due purchase price, we must have set a reasonable deadline for payment unsuccessfully before asserting these rights. This shall only apply insofar as such a deadline is not dispensable under statutory provisions.
Until revoked in accordance with Section 7.4.c, the Buyer 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 additionally:
1. Products resulting from the connection, mixing, or processing of our Goods shall be subject to retention of title for their full value, with us being regarded as the manufacturer. If, in the case of connection, mixing, or processing with goods of third parties, their ownership remains, we shall acquire co-ownership in proportion to the invoice values of the connected, mixed, or processed goods. Otherwise, the same provisions shall apply to the resulting product as to the Goods delivered under retention of title. The Buyer shall also assign to us, for security purposes, any claims arising from the connection of the reserved goods with real estate against a third party. In this case, we accept the assignment.
2. The Buyer hereby assigns to us, in whole or in the amount of our possible co-ownership share pursuant to Section 7.4.a, any claims arising from the resale of the Goods or the product to third parties, up to the agreed invoice amount (including VAT). We accept the assignment. The obligations of the Buyer pursuant to Section 7.2 shall also apply with respect to the assigned claims.
3. The Buyer shall remain authorized to collect the claim alongside us. As long as the Buyer meets their payment obligations towards us, no deterioration in the Buyer’s ability to perform exists, and we do not assert the retention of title by exercising a right pursuant to Section 7.3, we undertake not to collect the claim. If we exercise a right pursuant to Section 7.3, we may require the Buyer to disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, we shall be entitled to revoke the Buyer’s authorization to resell and process the Goods subject to retention of title.
4. If the realizable value of the collateral exceeds our claims by more than 10%, we shall release securities at the Buyer’s request at our discretion.
The Buyer is obliged to treat the Goods with care as long as ownership has not passed to them. In particular, the Buyer shall, at their own expense, insure the Goods sufficiently against theft, fire, and water damage at replacement value (note: applicable only for the sale of high-value goods). If maintenance and inspection work are required, the Buyer shall carry these out in a timely manner at their own expense.

Buyer’s Claims for Defects

The Buyer’s rights in the case of material and legal defects (including incorrect or incomplete delivery, improper assembly/installation, or defective instructions) shall be governed by statutory provisions, unless otherwise stipulated below. The statutory provisions on consumer goods purchases (§§ 474 ff. BGB) and the Buyer’s rights arising from separately provided warranties, in particular those issued by the manufacturer, remain unaffected.
Agreements made between us and the Buyer regarding the condition and intended use of the Goods (including accessories and instructions) regularly form the basis of our liability for defects under the warranty. An agreement on condition includes all product descriptions and manufacturer information that are part of the individual contract or were publicly available from us (in catalogs or on our website) at the time of contract conclusion. If no condition has been agreed upon, it shall be assessed whether a defect exists in accordance with § 434 (3) BGB. Public statements by the manufacturer within the context of advertising or on the product label take precedence over statements of other third parties.
For goods with digital elements or other digital content, we are only obliged to provide and update digital content insofar as this explicitly results from an agreement on condition pursuant to Section 8.2. We accept no liability for public statements by the manufacturer or other third parties.
We shall not be liable for defects that the Buyer knew or, due to gross negligence, did not know at the time of contract conclusion (§ 442 BGB).
Claims for defects exist only if the Buyer has complied with their statutory inspection and notification obligations (§§ 377, 381 HGB). For goods intended for construction or other installation or further processing, inspection must be carried out immediately prior to processing. Any defects discovered during delivery, inspection, or later must be reported to us immediately in writing. Obvious defects must be reported within 2 business days of delivery; defects that are not immediately apparent must be reported within the same period from discovery. If the Buyer fails to properly inspect and/or notify us of defects, our liability for the defect that was not, or was not timely or properly, reported is excluded under statutory provisions. If the goods are intended for installation, attachment, or integration, this applies even if the defect only becomes apparent after processing due to a failure to comply with these obligations. In such cases, the Buyer has no claim for reimbursement of "installation and removal costs."
If the delivered Goods are defective, we, as the Seller, have the option to provide subsequent performance either by remedying the defect (repair) or by delivering defect-free Goods (replacement). If the chosen method of subsequent performance is unreasonable for the Buyer in individual cases, they may refuse it. We reserve the right to refuse subsequent performance under statutory conditions and may make subsequent performance contingent upon the Buyer’s payment of the due purchase price. However, the Buyer is entitled to withhold a portion of the purchase price proportionate to the defect.
For subsequent performance, the Buyer must grant us the necessary time and opportunity. The Buyer must, in particular, make the Goods for which a defect is asserted available to us for inspection. In the event of replacement delivery of defect-free Goods, the Buyer must return the defective Goods in accordance with statutory provisions. However, the Buyer has no independent right of return.
Unless contractually agreed otherwise, subsequent performance does not include the removal or disassembly of the defective Goods, nor the installation or integration of the defect-free Goods. Claims of the Buyer for "installation and removal costs" remain unaffected.
Expenses necessary for inspection and subsequent performance (transport, labor, and material costs, as well as any removal and installation costs) will be reimbursed by us in accordance with statutory provisions and these General Terms and Conditions if a defect exists. However, we may claim reimbursement of costs from the Buyer for an unjustified request for defect remediation if the Buyer knew or should have known that no defect actually existed.
The Buyer is entitled to remedy the defect themselves and claim reimbursement of objectively necessary expenses in urgent cases (e.g., for operational safety or to prevent disproportionate damage). The Buyer must notify us immediately in case of self-remedy. If we are entitled to refuse subsequent performance under statutory provisions, the Buyer has no right to self-remedy.
The Buyer may withdraw from the purchase contract or reduce the purchase price under statutory provisions if the deadline set for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions. For minor defects, the Buyer has no right of withdrawal.
The Buyer’s claims for reimbursement of expenses pursuant to § 445a (1) BGB are excluded unless the last contract in the supply chain was a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 (5), 327u BGB).
Claims for damages or reimbursement of wasted expenses by the Buyer (§ 284 BGB) exist in the presence of a defect only to the extent provided in Sections 9 and 10.

Limitation Period

Unless otherwise provided by § 438 (1) no. 3 BGB, the general limitation period for claims arising from material or legal defects is one year from delivery. If acceptance has been contractually agreed upon, the limitation period begins with acceptance.
In accordance with statutory provisions, the limitation period is five years from delivery (§ 438 (1) no. 2 BGB) if the Goods are a building or an item used in accordance with its customary use for a building and caused its defect (construction material). This is subject to other statutory special provisions on limitation periods (in particular § 438 (1) no. 1, (3), §§ 444, 445b BGB).
The above limitation periods under the law of sale also apply to contractual and non-contractual claims for damages of the Buyer based on a defect in the Goods, unless the application of the regular statutory limitation under §§ 195, 199 BGB would result in a shorter limitation period in individual cases. Claims for damages of the Buyer pursuant to Sections 10.1 and 10.2(a), as well as claims under the Product Liability Act, are subject exclusively to the statutory limitation periods.

Other Liability

As the seller, we are liable according to these General Terms and Conditions of Sale, including the following provisions, for breaches of contractual and non-contractual obligations in accordance with statutory provisions, unless otherwise stated herein.
Within the scope of fault-based liability, we are liable, regardless of the legal grounds, for damages only in cases of intent and gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations (e.g., due care in our own affairs; insignificant breach of duty), only:
1. For damages resulting from injury to life, body, or health,
2. For damages resulting from the breach of a material contractual obligation (obligations whose fulfilment enables proper performance of the contract and on whose compliance the contracting party may rely). In this case, our liability is limited to compensation for foreseeable, typically occurring damages.
The liability limitations under Section 10.2 also apply to third parties and to breaches by persons whose fault we are legally responsible for. If a defect has been fraudulently concealed or a guarantee of quality for the goods has been assumed, these limitations of liability do not apply. This also applies to the Buyer’s claims under the Product Liability Act.
The Buyer may withdraw from or terminate the contract for a breach of duty not resulting from a defect only if we, as the seller, are responsible for the breach of duty.
Any right of termination of the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. Otherwise, statutory requirements and legal consequences shall apply.

Choice of Law and Jurisdiction

These General Terms and Conditions of Sale and the contractual relationship between us as seller and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a public special fund, our registered office in Flensburg shall be the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB.
We are also entitled to file a lawsuit at the place of performance of the delivery obligation under these General Terms and Conditions of Sale or a prior individual agreement, or at the Buyer’s general place of jurisdiction. Mandatory statutory provisions on exclusive jurisdictions remain unaffected.

Flensburg, October 2025