Terms and Conditions

General Terms and Conditions

1. Scope, Form

(1) For our deliveries and services, the following conditions apply exclusively – provided the customer is an entrepreneur (§ 14 BGB),
a legal entity under public law or a special fund under public law.

(2) They apply in particular to contracts for the sale and/or delivery of movable
goods, regardless of whether we manufacture the goods ourselves or purchase them from suppliers.
Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the buyer’s order
or at least in the version last communicated to him in text form shall also apply as a framework agreement
for similar future contracts, without us having to refer to them again in each individual case.

(3) Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary General
Terms and Conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in any case,
for example, even if the customer refers to his General Terms and Conditions in the context of the order and
we do not expressly object to this.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and
information in our order confirmation take precedence over the General Terms and Conditions.

(5) Legally relevant declarations and notifications of the customer in relation to the contract (e.g.
Setting deadlines, notification of defects, withdrawal or reduction) must be submitted in writing. Written form in
the sense of these General Terms and Conditions includes written and text form as a letter or by e-mail. Legal
Formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the
Declarant remain unaffected.

(6) References to the validity of statutory provisions have only clarifying significance. Even without
such a clarification, the statutory provisions shall therefore apply, unless they are not directly amended or expressly excluded in these General Terms and Conditions.

(7) To the extent necessary for business, we are entitled to process and store the customer’s data within the framework of the GDPR.

2. Conclusion of contract

(1) Our offers are subject to change and non-binding. This also applies if we provide the customer with technical documentation (e.g. CAD data, drawings, plans, calculations, references to DIN standards), other product descriptions or documents – also in digital form – to which we reserve ownership and copyrights.
(2) The ordering of the goods by the customer is considered a binding offer to conclude a contract. Unless
otherwise stated in the order, we are entitled to accept this contractual offer within 3
Days after receipt by us.

(3) Acceptance can be declared either in writing by order confirmation or by delivery of the
Goods or provision of the service to the customer.

(4) Our offers are subject to change with regard to price, quantity, delivery period and delivery possibility. We
are entitled to adjust our products and services at any time with effect for the future.

3. Delivery period and delay in delivery

(1) The delivery period is agreed individually or specified by us when accepting the order.
If this is not the case, the delivery period for components with pure contract work (without purchase) is approx.
4 weeks and for components including purchase approx. 12 weeks from conclusion of contract.

(2) If we cannot meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the customer of this immediately
and at the same time communicate the expected new delivery period. If the service is also within the new
If the delivery period is not available, we are entitled to withdraw from the contract in whole or in part. One
We will reimburse any consideration already provided by the customer without delay. Non-availability
of the service exists, for example, in the event of late delivery by our supplier,
if we have concluded a congruent hedging transaction, in the event of other disruptions in the
Supply chain, for example due to force majeure, or if we are not obliged to procure in individual cases.

(3) If an agreed delivery date is exceeded for reasons for which we are responsible, the customer must set us a reasonable grace period for delivery in text form. This grace period is at least 4 weeks. If delivery does not take place after the grace period has expired and the customer wishes to withdraw from the contract or demand compensation instead of performance, he is obliged to notify us of this in text form beforehand, with an express request for delivery combined with a further grace period

(4) If an agreed delivery date is delayed due to circumstances for which we are not responsible, because we have not been supplied, not on time or not properly despite matching coverage, our deadlines shall be extended accordingly. If we have duly informed the customer about the impediment to performance and it is not of a temporary nature, we are entitled to withdraw from the contract in whole or in part due to the part of the contract that has not yet been fulfilled.

(5) The rights of the customer in accordance with (point 8) of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

4. Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be made from our factory in Wustrow, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the customer, the goods will be sent to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves (in particular transport company, shipping route and packaging).

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarding agent, the carrier or the person or institution otherwise designated for the execution of the dispatch upon delivery of the goods. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the customer is in default of acceptance.

(3) If the customer is in default of acceptance, fails to cooperate or our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a flat-rate compensation of 35 EUR per calendar day, starting with the delivery period or – in the absence of a delivery period – with the notification of readiness for dispatch of the goods. The proof of a higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be credited against further monetary claims. The customer is entitled to prove that we have not incurred any damage or only a significantly lower damage than the above lump sum.

(4) Partial deliveries and corresponding invoices are permissible, unless they are unreasonable for the customer.

(5) In the event of recognizable transport damage, the customer must note this in the freight documents, immediately arrange for a record of the facts to be taken by the responsible authorities and notify us.

5. Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex works Wustrow, plus statutory value added tax.

(2) In the case of sale by dispatch (point 4 – paragraph 1), the customer shall bear the transport costs from the warehouse and the costs of any transport insurance desired by the customer. Unless we invoice the transport costs actually incurred in individual cases, a flat-rate transport fee (excluding transport insurance) of EUR 1,000 shall be deemed agreed. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

(3) The purchase price is due and payable in accordance with the payment term stated on the invoice, from the date of invoice and delivery or acceptance of the goods. However, we are entitled at any time, also within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation.

(4) Upon expiry of the above payment period, the customer shall be in default. During the period of default, the purchase price shall accrue interest at the respectively applicable statutory default interest rate. We reserve the right to assert further damages caused by default. Our claim to commercial interest on arrears (§ 353 HGB) remains unaffected vis-à-vis merchants.

(5) The customer shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer’s counter-rights, in particular in accordance with (point 7 – paragraph 6 – sentence 2) of these General Terms and Conditions, shall remain unaffected.

(6) If, after conclusion of the contract, it becomes apparent (e.g. by filing an application to open insolvency proceedings) that our claim to the purchase price is jeopardized by the customer’s lack of ability to perform, we are entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

6. Retention of title

(1) We reserve title to the sold goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security prior to full payment of the secured claims. The customer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. attachments) gain access to the goods belonging to us.

(3) In the event of breach of contract by the customer, in particular in the event of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title. The request for return does not at the same time include the declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw. If the customer does not pay the due purchase price, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or such a deadline is dispensable in accordance with the statutory provisions.

(4) The customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business until revocation in accordance with point (c) below. In this case, the following provisions shall also apply.

(a) The retention of title extends to the products resulting from the processing, mixing or combination of our goods to their full value, whereby we are deemed to be the manufacturer. If the right of ownership of third parties remains in the event of processing, mixing or combination with goods of third parties, we shall acquire co-ownership in the ratio of the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title.

(b) The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer mentioned in (paragraph 2) shall also apply with regard to the assigned claims.

(c) The customer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no defect in his ability to perform and we do not assert the retention of title by exercising a right in accordance with (paragraph 3). If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In addition, we are entitled in this case to revoke the customer’s authorization to further sell and process the goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the customer.

7. Rights of the customer in the event of defects

(1) The statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title (including incorrect and short deliveries as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the statutory provisions on the sale of consumer goods (§ 474 BGB) and the rights of the customer arising from separately issued guarantees, in particular on the part of the manufacturer, shall remain unaffected.

(2) Our liability for defects is based above all on the agreement made regarding the quality and the intended use of the goods (including accessories and instructions). All product descriptions and manufacturer information that are the subject of the individual contract or were publicly announced on our website at the time of conclusion of the contract shall be deemed to be an agreement on quality in this sense. If the quality has not been agreed, the statutory provision shall be used to assess whether or not there is a defect (§ 434 paragraph 3 BGB). Public statements made by the manufacturer or on his behalf, in particular in advertising or on the label of the goods, shall take precedence over statements by other third parties.

(3) In the case of goods with digital elements or other digital content, we shall only owe the provision and, if applicable, an update of the digital content if this expressly results from a quality agreement in accordance with paragraph 2. We do not assume any liability for public statements made by the manufacturer and other third parties in this respect.

(4) We are generally not liable for defects that the customer knows about at the time of conclusion of the contract or does not know about due to gross negligence (§ 442 BGB). Furthermore, the customer’s claims for defects require that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377 + 381 HGB). In the case of components and other goods intended for installation or other further processing, an inspection must in any case be carried out immediately prior to processing. If a defect becomes apparent during delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 7 working days of delivery and defects that are not recognizable during the inspection within the same period from discovery. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the defect that has not been reported or has not been reported in time or has not been reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for installation, attachment or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, in particular, the customer shall not be entitled to compensation for corresponding costs (“removal and installation costs”).

(5) If the delivered item is defective, we can initially choose whether we provide subsequent performance by rectifying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the customer in individual cases, he can reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

(6) We are entitled to make the owed subsequent performance dependent on the customer paying the due purchase price. However, the customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

(7) The Purchaser shall grant us the time and opportunity required for the subsequent performance owed, in particular to hand over the defective goods for inspection purposes.
In the event of a replacement delivery, the Purchaser shall return the defective item to us upon our request in accordance with statutory provisions; however, the Purchaser shall not have a right of return. Subsequent performance does not include the removal, dismantling, or deinstallation of the defective item, nor the installation, attachment, or fitting of a defect-free item, if we were not originally obliged to perform these services; claims of the Purchaser for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.

(8) We shall bear or reimburse the expenses required for inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, in accordance with statutory regulations and these General Terms and Conditions, if a defect actually exists.
Otherwise, we may demand reimbursement from the Purchaser for the costs incurred due to an unjustified request for defect rectification, if the Purchaser knew or could have known that no defect actually existed.

(9) In urgent cases, e.g., if operational safety is endangered or to prevent disproportionate damages, the Purchaser has the right to rectify the defect himself and to demand reimbursement from us for the objectively necessary expenses incurred for this purpose. We must be notified of such self-rectification immediately, if possible beforehand. The right of self-rectification does not exist if we would be entitled to refuse corresponding subsequent performance in accordance with statutory provisions.

(10) If a reasonable deadline set by the Purchaser for subsequent performance has expired unsuccessfully or is unnecessary according to statutory provisions, the Purchaser may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. However, there is no right of withdrawal for an insignificant defect.

(11) Purchaser’s claims for reimbursement of expenses pursuant to (§ 445a para. 1 BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase (§ 478 +
474 BGB) or a consumer contract for the provision of digital products (§§ 445c S. 2, 327
para. 5, 327u BGB). Purchaser’s claims for damages or reimbursement of futile expenses (§ 284 BGB) exist even in the case of defects in the goods only in accordance with the following
(points 8 and 9).

8. Other Liability

(1) Unless otherwise stipulated in these General Terms and Conditions, including the following provisions, we shall be liable for a breach of contractual and non-contractual obligations in accordance with statutory provisions.

(2) We shall be liable for damages – regardless of the legal reason – within the scope of liability for fault in cases of intent and gross negligence. In cases of simple negligence, we shall be liable,
subject to statutory limitations of liability (e.g., care in one’s own affairs; insignificant breach of duty), only
a) for damages resulting from injury to life, body, or health,
b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose observance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 also apply to third parties and to breaches of duty by persons (also in their favor) for whose fault we are responsible according to statutory provisions. They do not apply insofar as a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed, and for claims of the Purchaser under the Product Liability Act.

(4) Due to a breach of duty that does not consist of a defect, the Purchaser may only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the Purchaser, in particular pursuant to (§ 648 + 650 BGB), is excluded. Otherwise, the statutory requirements and legal consequences apply.

9. Statute of Limitations

(1) Notwithstanding (§ 438 para. 1 No. 3 BGB), the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the limitation period begins with acceptance.

(2) If the goods are components that have been used for structures in accordance with their usual
purpose and have caused their defectiveness, the limitation period is 5 years from delivery in accordance with statutory regulations (§ 438 para. 1
No. 2 BGB). Further statutory special regulations regarding the statute of limitations (in particular
(§ 438 para. 1 No. 1, para. 3, § 444, 445b BGB)) also remain unaffected.

(3) The aforementioned limitation periods of sales law also apply to contractual and non-contractual claims for damages by the Purchaser that are based on a defect in the goods, unless the application of the regular statutory limitation period (§ 195 + 199 BGB) would lead to a shorter limitation period in individual cases. Purchaser’s claims for damages pursuant to (§ 8
para. 2 sentence 1 and sentence 2 (a)) as well as under the Product Liability Act expire exclusively according to the statutory limitation periods.

10. Choice of Law and Jurisdiction

(1) The place of jurisdiction for both parties is Lüneburg; if we file a lawsuit, the general place of jurisdiction of the Purchaser shall also apply.

(2) For all legal relationships between us and the Purchaser, the law of the Federal Republic of Germany applies, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) Should individual provisions of these General Terms and Conditions be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace an invalid provision with a provision that comes closest to the economic purpose of the invalid provision.

11. Suppliers / External Manufacturers

In the event of commissioning special services (assembly services + deliveries), we are entitled to engage suppliers and external manufacturers.

March 2023