I) General

1. These Terms and Conditions of Delivery and Payment form the basis of all our delivery contracts and are a legally binding part of the contract.
2. Deviations from our terms and conditions of sale, including the buyer's general terms and conditions, shall only become part of the contract if and insofar as they are confirmed by us in writing.

II) Offers and acceptance of orders

1. Our offers are subject to change.
2. Our information on the processing and application possibilities of our products, technical advice and other details are provided to the best of our knowledge, but are non-binding.
3. By placing an order, the customer makes a binding declaration that he wishes to purchase the goods ordered. We are entitled to accept the contractual offer contained in the order within two weeks of receipt.
4. Orders are only binding for us to the extent that we confirm them in writing or to the extent that we fulfill them by sending the goods and invoice them.
5. If we manufacture according to the customer's specifications, the customer warrants that his order does not infringe any third-party trademark and/or design rights or other third-party intellectual property rights such as patent and utility model rights or rights arising from supplementary protection under competition law. The customer must conduct its own research to ensure that no such third-party rights, regardless of the country in which they are registered or protected, conflict with the order. The customer shall indemnify us against any liability in the event of infringement of third-party rights. Claims for damages asserted against us by third parties due to infringement of these rights shall be borne exclusively by the customer. This also includes the reimbursement of litigation and legal costs.
6. The buyer is obliged to fulfill his obligations under public law in connection with the European Regulation (EC) No. 1907/2006 (REACH Regulation) as amended from time to time.

III) Prices, due date and terms of payment

1. Our prices are exclusive of all applicable taxes, customs duties and other levies.
2. Our prices are always ex works, unless otherwise agreed in writing.
3. Payment must be made within 30 days of the invoice date without deduction.
4. The date of receipt of payment shall be the date on which the amount is credited to our account.
5. The customer is obliged to pay for the goods within 30 days of the invoice date and receipt of the goods. After expiry of this period, he shall be in default of payment.
6. In addition, the buyer shall also be in default if he does not make the payment settlement on a payment date specified in the contract.
7. In the event of default, we shall charge default interest at the rate specified in § 288 II BGB, currently 9 percentage points above the base interest rate, and reserve the right to claim further damages.
8. We are not obliged to accept bills of exchange. We only accept bills of exchange subject to the possibility of discounting. Checks and bills of exchange shall only be credited after they have been honored, and assignments of claims only after payment. The claim and its due date remain unaffected until then. We accept no liability for timely encashment and protesting. Customary bank charges shall be borne by the buyer.
9. If the agreed term of payment is exceeded and after a single reminder has been issued, we shall be entitled to the following cumulative rights:
   • All deliveries still to be made - also from other contracts - need not be carried out.
   • Compensation may be claimed for all damages incurred by us as a result.
   • All other claims, even if they are not due, shall become due for immediate payment. Furthermore, in this case we shall be entitled to demand advance payments or securities for future deliveries and to withdraw from the contract after the unsuccessful expiry of a reasonable period. Furthermore, we shall be entitled to discontinue deliveries or refuse further orders.
   • If there is a significant deterioration in the financial circumstances of the customer which jeopardizes our claim, the same shall apply as under point III.9.c, second and third sentences, even if we only become aware of such circumstances existing prior to the conclusion of the contract at a later date.
   • We must be notified immediately in writing of any changes in ownership, corporate form or other circumstances that affect the creditworthiness of the Buyer. If our contractual counterclaim is jeopardized by such lasting changes that have occurred after conclusion of the contract, we shall be entitled, cumulatively and at our discretion, to
     • to demand immediate payment or the provision of security for due or deferred claims from all legal transactions; this also applies to incoming bills of exchange;
     • to refuse fulfillment of the contract until advance payment or provision of security, to withdraw from the contract or to demand compensation for non-fulfillment.

IV) Deliveries and delivery periods

1. We may exceed or fall short of delivery quantities by up to 10%.
2. The agreed delivery periods and dates shall always be deemed to be approximate unless a fixed date has been expressly agreed as such in writing.
3. Delivery periods shall commence upon receipt of all documents required for the execution of the order, the agreed advance payments and the provision of materials.
4. In the case of deliveries that do not affect our operations (drop shipments), the delivery date and period shall be deemed to have been met if the goods leave our supplier's delivery point in good time so that the delivery arrives at the recipient's premises in good time, assuming normal transportation times.
5. Force majeure or other circumstances occurring after conclusion of the contract for reasons for which we are not responsible, such as in particular official measures, strikes, operational disruptions, transport delays or interruptions, shortages of raw materials and energy, civil unrest, acts of terrorism and war measures, failure of regularly maintained production equipment and tools, entitle us to postpone the delivery accordingly or, in the event that it is not only a short-term disruption, to withdraw from the purchase contract or its unfulfilled part, without the buyer being entitled to any claims for damages. This shall also apply if the aforementioned impediments occur at an upstream supplier. We shall inform the buyer immediately of the corresponding non-availability of our service and at the same time inform him of the expected new delivery period.
6. We reserve the right to receive timely and correct deliveries from our own suppliers. We shall also inform the purchaser immediately of such obstacles. We shall therefore not be liable for delayed, omitted or non-contractual deliveries caused by our suppliers, unless we are at fault.
7. If we fail to meet an agreed delivery deadline, the buyer shall be entitled to withdraw from the contract after a reasonable grace period set by him in writing has expired without result. We are entitled to make partial deliveries if
   • the partial delivery can be used by the buyer within the scope of the contractual purpose;
   • the delivery of the remaining ordered goods is ensured;
   • the buyer does not incur any significant additional expenditure or additional costs as a result.
   • Any partial deliveries shall be deemed a separate transaction with regard to invoicing and payment. Sub-deliveries in accordance with item IV.1 do not constitute partial deliveries within the meaning of this item (IV.7).
8. In the case of call-off orders without an agreement on duration, production lot sizes and acceptance dates, we may demand a binding determination of this no later than three months after order confirmation. If the buyer does not comply with this request within three weeks, we shall be entitled to set a two-week grace period and to withdraw from the contract and/or claim damages after its expiry.

Packaging

1. Our standard sales packaging is included in the purchase price. If the buyer requires a special type of packaging or outer packaging, this shall be negotiated separately and we shall be entitled to invoice this packaging separately.
2. If we have to take back packaging due to legal obligations or take it back voluntarily, we shall be entitled to invoice the costs incurred.

Dispatch and acceptance of goods

1. The risks of transportation from our factory or warehouse shall always be borne by the buyer. Even if we exceptionally deliver carriage paid or free domicile on the basis of a special agreement, the buyer shall bear the transportation risk.
2. When collecting the goods from our factory or warehouse, the buyer or his authorized representative must load the vehicle and observe the statutory regulations - in particular with regard to the transport of hazardous goods.
3. The buyer is responsible for unloading and storing the goods.
4. Insofar as our employees assist with loading or unloading in the cases of points VI.2 and/or VI.3, they act at the sole risk of the buyer and not as our vicarious agents. Costs arising from standing and waiting times shall be borne by the Buyer.
5. As soon as the goods have left our factory or warehouse or have been handed over to the forwarding agent, our obligation to perform is fulfilled.
6. If the buyer wishes to take out transport insurance or other insurance, he must arrange this himself and at his own expense.
7. If the buyer is in default of acceptance, we shall be entitled to store the goods at the buyer's expense. If we store the goods ourselves, we shall be entitled to storage costs amounting to 0.5% of the invoice amount of the stored goods per calendar week or part thereof up to a maximum of 5% of the invoice amount. We reserve the right to claim higher storage costs against proof.

VII) Retention of title

1. If we have already received full payment for our goods upon delivery, ownership shall pass to the buyer upon handover of these goods to the buyer, unless otherwise agreed in individual cases.
2. If we make advance payment for the delivery - i.e. if the goods are delivered at a time when we have not yet received the payment owed for the respective goods or have not yet received it in full (goods subject to retention of title) - the following shall also apply:
   • We reserve title to all goods delivered by us subject to retention of title until the purchase price has been paid and beyond that until all our claims arising from the business relationship, including from contracts concluded at a later date and irrespective of the legal grounds - including all contingent liabilities such as payment by check and/or bill of exchange - have been paid.
   • In the event that the retention of title only becomes valid through entry in certain registers and/or in compliance with other special legal requirements, the buyer undertakes to create these requirements. All resulting costs shall be borne by the Buyer.
   • The Buyer shall be entitled to process and resell the goods subject to retention of title in the ordinary course of business as long as he is not in default with the fulfillment of his obligations to us or suspends his payments.
     The following applies in detail:
     • The processing or transformation of the goods subject to retention of title shall be carried out for us as the manufacturer within the meaning of Section 950 BGB, without any obligation on our part. The Buyer shall not acquire ownership of the new item by processing or transforming the reserved goods. If goods subject to retention of title are processed, mixed, blended or combined with other items, we shall acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our goods subject to retention of title to the total value. The provisions applicable to the reserved goods shall apply accordingly to the co-ownership shares arising in accordance with the above provisions.
     • The purchaser hereby assigns to us the claims arising from the resale or other sales transactions such as contracts for work and materials with all ancillary rights, also on a pro rata basis to the extent that the reserved goods have been processed, mixed or blended and we have acquired co-ownership in the amount of our invoice value or the goods have been permanently installed. Insofar as the goods subject to retention of title are processed, mixed, blended or permanently installed, we shall be entitled to a first-ranking fraction of the respective claim from the resale in proportion to the invoice value of our goods subject to retention of title to the invoice value of the item.
   • Pledging or transfer by way of security of the reserved goods is not permitted. We must be informed immediately of any pledges, stating the name of the pledgee.
   • In the event of default of payment or suspension of payment by the buyer, we shall be entitled to take back the reserved goods and to satisfy our claims from the reserved goods taken back by private contract.
   • The buyer shall store the reserved goods for us free of charge. He must insure them against the usual risks such as fire, theft and water to the usual extent. The Buyer hereby assigns to us its claims for compensation to which it is entitled from insurance companies or other parties obligated to pay compensation for damages of the aforementioned type in the amount of our claims.

VIII) Notice of defects and liability for defects

1. The buyer is obliged to inspect the goods immediately upon arrival or as soon as he has otherwise obtained the power of disposal himself or through his vicarious agents.
2. The buyer is obliged to satisfy himself of the correctness of the delivered goods by means of sufficient spot checks.
3. Any defects must be notified by the Buyer in writing within 14 days. Defects in a part of the delivery cannot lead to a complaint about the entire delivery.
4. Defects that could not be detected during the immediate inspection of the goods must be reported in writing within 14 days of the discovery of the defect, but at the latest within the warranty period. This is one year from delivery of the goods.
5. The customer shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
6. If the buyer fails to comply with the notice periods for defects specified under VIII.3 and VIII.4 in relation to the respective defect, all warranty claims in respect of this defect shall lapse.
7. In the event of justified notices of defects, we shall provide warranty at our discretion by repair or replacement. If we choose replacement delivery, the customer must return the defective goods to us on request. In this case, the customer must mark the defective goods in such a way that product identification is possible and must also provide information on the type of defect and the time of first use. Point VIII.12 applies with regard to the costs of the replacement delivery
8. If the supplementary performance fails, the customer may, at his discretion, demand a reduction of the remuneration (reduction) or withdraw from the contract. However, the customer shall not be entitled to withdraw from the contract in the case of insignificant defects. However, the right of withdrawal only extends to original containers that have not yet been used.
9. Claims by the purchaser for damages or compensation for wasted expenditure shall only exist in accordance with point IX of these terms and conditions and are otherwise excluded.
10. Complaints by the Buyer shall not entitle the Buyer to withhold the purchase price.
11. Even in the event of a complaint, the buyer remains obliged to accept the goods. The buyer must store the goods in the usual manner until we are able to properly examine the complaint. Goods complained about may only be returned with our prior consent.
12. We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, if a defect actually exists. However, if a request by the Buyer to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the Buyer.

IX) General liability

1. We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable
   1. • for damages resulting from injury to life, body or health,
      • for damages arising from the breach of an essential contractual obligation (an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
2. The limitations of liability resulting from point IX.1 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Act.
3. The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the buyer is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

X) Place of performance and jurisdiction

1. The place of performance and jurisdiction shall be the registered office of the Seller; however, we shall also be entitled to sue the Buyer at its general place of jurisdiction.

XI) Applicable law, data protection and severability clause

1. The contractual relationship and all legal relationships resulting therefrom shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. We process personal data from the contractual relationship in accordance with the Federal Data Protection Act.
3. Should individual parts of the purchase contract and/or the above terms and conditions of sale and delivery not be legally effective, this shall not affect the validity of the remaining terms and conditions.