"General Terms and Conditions"

1. Scope of application

1.1 Our General Terms and Conditions apply to our deliveries, services, and offers. They apply exclusively—we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing. Our

terms and conditions shall also apply if we carry out the delivery or service to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions.

1.2 Our terms and conditions shall also apply to all future transactions between the contracting parties without the need for further reference to the terms and conditions.

1.3 We reserve ownership rights and copyrights to cost estimates, illustrations, drawings, and other documents. The customer requires our express written consent before passing them on to third parties. If the order is not placed, the customer must return all documents provided to us

immediately.

1.4 The customer is not permitted to assign claims arising from this contract in whole or in part to third parties without our written consent.

1.5 Our offers are subject to change. Orders placed only become binding upon our written confirmation. If the order qualifies as an offer, we can accept it within 4 weeks. We reserve the right to prior sale.

1.6 Our terms and conditions apply only to entrepreneurs within the meaning of § 310 (1) BGB (German Civil Code).

2. Prices and payment terms

2.1 Our prices are exclusive of statutory value added tax. Prices for deliveries are exclusive of packaging and shipping costs.

2.2 Unless otherwise stated in the order confirmation, the price is payable net (without deduction) within 10 days of the invoice date, but no later than 30 days after delivery/performance.

2.3 If the customer defaults on payment, we are entitled to charge default interest at a rate of 10 percentage points above the base rate. Interest shall be charged at a lower rate if the customer can prove that the actual default interest incurred was lower.

2.3 If the customer is in default of payment, we are entitled to charge default interest at a rate of 10 percentage points above the base rate. The interest rate shall be lower if the customer can prove that the burden is lower; we are entitled to prove that the damage is higher.

2.4 The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognized by us. A right of retention may only be asserted if the counterclaim is based on the same contractual relationship.

3. Retention of title

3.1. We retain title to the delivered goods until all claims arising from the business relationship with the customer have been settled.

3.2 The customer is entitled to sell these goods in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with us in a timely manner. However, he may neither pledge the goods subject to retention of title nor assign them as security. He is obliged to secure our rights in the event of the credited resale of the goods subject to retention of title.

3.3 If the customer is in default of payment, we shall be entitled to demand the return of the goods subject to retention of title at the customer's expense, even without withdrawing from the contract.

3.4 The customer hereby assigns to us as security all claims and rights arising from the sale of goods to which we are entitled to ownership rights. We hereby accept the assignment.

3.5 Any processing or treatment of the goods subject to retention of title shall always be carried out by the customer on our behalf. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title to the other processed or mixed items at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable items to form a single item and if the other item is to be regarded as the main item, the customer shall transfer proportional co-ownership to us insofar as the main item belongs to him. The customer shall hold the ownership or co-ownership in safekeeping for us. The same shall apply to the item created by processing or combination or mixing as to the goods subject to retention of title.

3.6 The customer must inform us immediately of any enforcement measures by third parties against the goods subject to retention of title, the claims assigned to us or other securities, handing over the documents necessary for intervention. This also applies to impairments of any other kind.

3.7 At the customer's request, we shall release the securities to which we are entitled in accordance with the above provisions to the extent that the value of the goods delivered under retention of title exceeds the claims to be secured by more than 20 percent.

4. Delivery/performance time

4.1 The start of the delivery or service period specified by us is subject to the clarification of all technical and commercial questions.

4.2 Compliance with the delivery/performance period also requires the timely and proper fulfillment of the purchaser's obligations. We shall not be responsible for delays due to force majeure and events that make delivery or performance significantly more difficult or impossible for us, not only temporarily—in particular strikes, lockouts, official orders, natural disasters, etc. – even if they occur at our suppliers or their sub-suppliers – even in the case of bindingly agreed dates and deadlines.

4.3

If the customer is in default of acceptance, the risk shall pass to the customer at the time of default.

4.4 In the event of intent or gross negligence, we shall be liable in accordance with the statutory provisions; any fault on the part of our representatives or vicarious agents shall be attributed to us. If there is no intentional breach of contract for which we are responsible, our liability for damages due to delay shall be limited to the foreseeable, typically occurring damage.

4.5 Otherwise, in the event of a delay in delivery or performance, we shall be liable for a lump-sum compensation for each completed week of delay in the amount of 0.5% of the net contract value, but not exceeding 5% of the net contract value. The further legal claims of the customer remain unaffected in accordance with section 7 below.

5. Transfer of risk, acceptance

5.1 The risk shall pass to the customer as soon as the shipment has been handed over to the person performing the transport or has left our warehouse for the purpose of shipment. In the event of a delay at the customer's request, the transfer of risk shall take place at the time of notification of readiness for shipment. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, or alternatively after our notification of readiness for acceptance. If acceptance is delayed due to circumstances beyond our control, the risk shall pass to the customer on the day of notification of readiness for acceptance.

5.2 Partial deliveries are permissible. The customer may not refuse to accept a delivery or acceptance due to minor defects.

6. Liability for defects

6.1 All parts that show a material defect within 12 months of delivery as a result of circumstances occurring before the transfer of risk shall be repaired or replaced free of charge at the reasonable discretion of the contractor. We must be notified of such defects in writing without delay. Claims for material defects – regardless of their legal basis – shall become time-barred after 12 months. This shall not apply if the defects relate to a building or items for a building and these have caused the material defect. Notwithstanding sentence 1, the statutory periods shall also apply to claims under the Product Liability Act and in cases of intentional or fraudulent conduct. Replaced parts become the property of the contractor.

6.2 No liability is accepted for damage resulting from natural wear and tear. No warranty is given for damage caused by the following reasons:

-Unsuitable or improper use

-Faulty assembly by the customer or third parties

-Incorrect or negligent handling of the

delivery item, in particular with regard to these operating instructions

-Excessive strain

-Use of unsuitable spare parts or accessories.

6.3 The customer must allow us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary at our reasonable discretion; otherwise, we shall be released from our obligation to provide subsequent performance. Only in urgent cases of danger to operational safety, of which we must be notified immediately, or if we are in default with the rectification of the defect, shall the customer be entitled to rectify the defect himself or have it rectified by third parties and to demand reasonable compensation from us for his costs.

6.4 Of the direct costs incurred by the subsequent performance, we shall bear the costs of the replacement part, including shipping, as well as the reasonable costs of removal and installation, provided that the complaint is deemed justified.

6.5 Further claims by the customer, in particular a claim for compensation for damage that has not occurred to the delivery item/service itself, shall only exist

- in the event of intent or gross negligence

- in the event of culpable breach of essential contractual obligations,

insofar as the achievement of the purpose of the contract is jeopardized, with regard to foreseeable damage typical for this type of contract

damage

- in the event of injury to life, limb, or health

- in cases where, according to the Product Liability Act, liability exists for

personal injury or property damage to privately used items in the event of defects in the delivery item

-

in the event of defects that were fraudulently concealed or whose absence we guaranteed.

Otherwise, liability is excluded.

7. Rights of the customer to withdraw from the contract or reduce the price, and other liability of the contractor

7.1 The customer has the right to withdraw from the contract within the framework of the statutory provisions if we allow a reasonable period set for us for repair or replacement delivery to elapse, taking into account the statutory exceptions. If the defect is only minor, the customer is only entitled to a reduction in price. Otherwise, the right to a reduction in price is excluded.

7.2 If, through our fault, the delivered item cannot be used by the customer as intended due to the failure to implement or the incorrect implementation of suggestions and advice given before or after the conclusion of the contract, as well as other contractual ancillary obligations 

– in particular instructions for the operation and maintenance of the delivery item

- cannot be used in accordance with the contract,

the provisions of clauses 6 and 7 shall apply accordingly, excluding further claims by the customer.

7.3 Further claims for compensation for damages of any kind, including damages that did not occur to the delivery item or service, shall only exist

- in cases of intent or gross negligence

- in the event of injury to life, limb, or

health

- in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, with regard to foreseeable damage typical for the contract

- in cases where, according to the Product Liability Act, liability exists for defects in the delivery item, for personal injury or property damage to privately used items

- in the event of defects that have been fraudulently concealed or whose absence the contractor has guaranteed.

Furthermore, any further claims, in particular for termination or damages, are excluded.

8. Final provisions

8.1 Amendments or additions to the contract must be made in writing. Our representatives are not authorized to make verbal or written commitments to the customer.

8.2 Unless otherwise agreed, the place of performance shall be our registered office. The exclusive place of jurisdiction—including for actions in document and bill of exchange proceedings—shall be our registered office for both parties and for all present and future claims arising from the business relationship if the customer is a merchant, a legal entity under public law, or a special fund under public law.

8.3 The contract is subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods

(CISG).

(As of: 07/2003)