General Terms and Conditions of Sale (GTC)

for commercial transactions

(Seller and buyer are entrepreneurs)

Version: January 31, 2025

General Terms of Sale (Only the german version is binding)

All prices in our virtual store are in euros. The approximate value in other currencies is for guidance only. We reserve the right to correct any printing errors in the virtual store.

We thank you for your order, which we accept exclusively under the following delivery and payment terms.

Please note the comments in Appendix 1.

I. Scope of Application

1. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB. Any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale shall only be recognized if we expressly agree to their validity in writing.

2. These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.

3. Individually agreed arrangements with the buyer in specific cases (including ancillary agreements, additions and amendments) shall in any case take precedence over these terms and conditions of sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

II. Offer and Conclusion of Contract

If an order is to be regarded as an offer pursuant to Section 145 BGB, we may accept it within two weeks.

III. Documents Provided

We reserve ownership and copyright rights to all documents provided to the customer in connection with the placing of the order – including in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section II, these documents must be returned to us immediately.

IV. Prices and Payment

1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the applicable statutory rate. Packaging costs will be invoiced separately.

2. Payment of the purchase price must be made exclusively to the specified account. A cash discount deduction is only permissible if a special written agreement has been made.

3. Unless otherwise agreed, the purchase price must be paid no later than 7 days after the order. We reserve the right to deliver only after receipt of payment. Default interest will be charged at a rate of 8% per annum above the respective base interest rate (see Appendix 1). The right to claim higher damages for default remains reserved.

4. If no fixed price agreement has been made, reasonable price adjustments due to changes in wage, material and distribution costs remain reserved for deliveries made 3 months or later after conclusion of the contract.

V. Rights of Retention

The customer is only entitled to exercise a right of retention insofar as their counterclaim arises from the same contractual relationship.

VI. Delivery Time

1. The commencement of the delivery period specified by us requires the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.

2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the time when the customer is in default of acceptance or debtor’s delay.

3. In the event of a delay in delivery for which we are not responsible due to intent or gross negligence, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 3% of the delivery value, but not more than a total of 15% of the delivery value.

4. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

VII. Transfer of Risk in Case of Shipment

If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

VIII. Retention of Title

1. We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract has been received. This also applies to all future deliveries, even if we do not always expressly refer to it. We are entitled to reclaim the purchased goods if the customer acts in breach of the contract.

2. The customer is obliged to treat the purchased goods with care as long as ownership has not yet been transferred to them. In particular, they are obliged to insure them adequately at their own expense against theft, fire and water damage at replacement value. If maintenance and inspection work must be carried out, the customer must carry this out in good time at their own expense. As long as ownership has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or otherwise exposed to third-party intervention. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.

3. The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us already now the claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. Note: This clause does not apply if no extended retention of title has been agreed.

4. The processing or transformation of the purchased goods by the customer shall always be carried out in our name and on our behalf. In this case, the customer's expectant right to the purchased goods continues in the transformed item. If the purchased goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the objective value of our purchased goods to the other processed items at the time of processing. The same applies in the case of mixing. If mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers proportional co-ownership to us and keeps the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us such claims that arise against a third party through the connection of the reserved goods with real property; we hereby accept this assignment already now.

5. We undertake to release the securities to which we are entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%.

IX. Warranty and Notice of Defects as well as Recourse/Manufacturer Recourse

1. Warranty rights of the customer require that the customer has properly fulfilled their obligations to inspect and give notice of defects in accordance with Section 377 HGB.

2. Claims for defects expire 12 months after delivery of the goods supplied by us to our customer. For claims for damages in cases of intent and gross negligence as well as injury to life, body and health resulting from an intentional or negligent breach of duty by the user, the statutory limitation period shall apply.

If the law prescribes longer mandatory periods pursuant to Section 438 (1) No. 2 BGB (buildings and items for buildings), Section 445b BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods shall apply. Our consent must be obtained before any return of the goods.

3. If, despite all due care, the delivered goods show a defect that already existed at the time of transfer of risk, we will, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period. Recourse claims remain unaffected by the above provision.

4. If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

5. Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences not assumed under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these or for the resulting consequences.

6. Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs including any removal and installation costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer's place of business, unless the transfer corresponds to their intended use.

7. Recourse claims of the customer against us exist only insofar as the customer has not made any agreements with their buyer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer's right of recourse against the supplier.

X. Miscellaneous

1. This contract and all legal relations between the parties shall be governed by the law of Switzerland excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation. (Note: The use of this clause is not permitted if at least one of the parties is a company not entered in the commercial register, i.e. not a registered merchant.)

3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

Amount of Default Interest

From the beginning of the default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the purchase contract, either as buyer or seller, the interest rate is 5% above the base interest rate. In purchase contracts between entrepreneurs, the interest rate is increased by the reform of the law of obligations to 8% above the base interest rate.

The current base interest rates can be determined at https://www.bundesbank.de/de/bundesbank/organisation/agb-und-regelungen/basiszinssatz-607820.