Terms and Conditions

General Terms and Conditions of Purchase

§ 1 Scope of Application, Form

(1) These General Terms and Conditions of Purchase (hereinafter "GTC") apply to all business relationships with our business partners and suppliers (hereinafter "Seller"). They apply only if the Seller is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law, or a special fund under public law. The GTC primarily apply to Sellers based in Germany, and abroad only insofar as mandatory statutory provisions of the foreign country do not conflict.

(2) The GTC apply in particular to contracts for the purchase and/or delivery of movable goods ("Goods"). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or, in any case, in the version last communicated to the Seller in text form shall also apply as a framework agreement to similar future contracts, without our having to refer to them again in each individual case. Any conflicting provisions in the Seller’s general terms and conditions are hereby expressly rejected as a precaution.

(3) These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in every case, for example, even if we accept the Seller’s deliveries without reservation with knowledge of the Seller’s general terms and conditions.

(4) Individual agreements made with the Seller in individual cases (including side agreements, supplements, and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Legally relevant declarations and notifications by the Seller in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further proof, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of Contract

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller must point out obvious errors (e.g. spelling and calculation mistakes) and incompleteness in the order, including the order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not concluded.

(2) The Seller is obliged to confirm our order in writing within 7 days or to execute it without reservation, in particular by shipping the Goods (acceptance). Acceptance by delivery, however, shall only be deemed to be acceptance of the contract under our conditions if it takes place without reservation within the deadline. Deviating deliveries and late acceptances shall be deemed a new offer and require our explicit acceptance.

§ 3 Delivery Time and Delay in Delivery

(1) The delivery time specified by us in the order is binding. If the delivery time is not stated in the order and not otherwise agreed, it shall be 7 days from the conclusion of the contract. The Seller is obliged to notify us immediately in writing if he is likely unable to meet agreed delivery times – for whatever reason.

(2) If the Seller fails to perform or does not perform within the agreed delivery time or is in default, our rights shall be determined in accordance with statutory provisions – in particular with regard to withdrawal and damages. Paragraph (3) remains unaffected.

(3) If the Seller is in default, we may – in addition to further statutory claims – demand liquidated damages for our default losses at a rate of 0.25% of the net price per completed calendar day, but not more than 5% of the net price of the delayed Goods in total. We reserve the right to prove that a higher loss has been incurred. The Seller reserves the right to prove that no loss or a substantially lower loss has been incurred.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

(1) Without our prior written consent, the Seller is not entitled to have performance owed by him rendered by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for his services, unless otherwise agreed in individual cases (e.g. limitation to stock).

(2) Delivery shall be made "free domicile" within Germany to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our registered office. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

(3) The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the contents of the delivery (article number and quantity), and our order identifier (date and number). If the delivery note is missing or incomplete, we are not responsible for resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.

(4) The risk of accidental loss and accidental deterioration of the Goods shall pass to us upon handover at the place of performance. Insofar as 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 apply accordingly in the event of acceptance. Handover or acceptance shall be deemed to have taken place if we are in default of acceptance.

(5) The statutory provisions shall apply to our default of acceptance. However, the Seller must also expressly offer us his performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand reimbursement of his additional expenses in accordance with statutory provisions (§ 304 BGB). If the contract concerns an item to be manufactured by the Seller (custom-made item), the Seller is entitled to further rights only if we have undertaken to cooperate and are responsible for the failure to do so.

§ 5 Prices and Payment Terms

(1) The price stated in the order is binding. All prices are inclusive of statutory value added tax unless this is shown separately.

(2) Unless otherwise agreed in the individual case, the price includes all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).

(3) The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment is deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we are not responsible for delays caused by banks involved in the payment process.

(4) We do not owe any maturity interest. The statutory provisions apply to default in payment.

(5) We are entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the Seller arising from incomplete or defective performance.

(6) The Seller has a right of set-off or retention only on account of counterclaims that have been legally established or are undisputed.

§ 6 Confidentiality and Retention of Title

(1) We reserve ownership and copyright in respect of illustrations, plans, drawings, calculations, instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and returned to us after completion of the contract. The documents must be kept confidential from third parties, even after termination of the contract. The obligation to maintain confidentiality lapses only if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets remain unaffected.

(2) The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples, and other objects that we provide to the Seller for production. Such items – as long as they are not processed – must be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.

(3) Processing, mixing, or combining (further processing) of provided items by the Seller shall be carried out for us. The same applies in the event of further processing of the delivered Goods by us, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(4) The transfer of ownership of the Goods to us must take place unconditionally and regardless of payment of the price. If, however, in an individual case we accept an offer from the Seller to transfer ownership conditional on payment of the purchase price, the Seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered Goods. In the ordinary course of business, we remain authorized to resell the Goods even before payment of the purchase price, with advance assignment of the resulting claim (alternatively application of the simple and extended retention of title to resale). In any case, all other forms of retention of title are excluded, in particular the extended retention of title, the retention of title extended to further processing, and the retention of title extended to resale.

§ 7 Defective Delivery

(1) Unless otherwise provided below, the statutory provisions apply to our rights in the event of material defects and defects of title in the Goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Seller.

(2) In accordance with statutory provisions, the Seller shall be liable in particular for ensuring that the Goods have the agreed quality at the time of transfer of risk to us. Those product descriptions that are the subject of the respective contract – in particular by designation or reference in our order – or that have been incorporated into the contract in the same way as these GTC shall in any case be deemed to be an agreement on quality. It makes no difference whether the product description comes from us, from the Seller, or from the manufacturer.

(3) Notwithstanding § 442 para. 1 sentence 2 BGB, we are entitled to claims for defects without restriction even if we were unaware of the defect at the time of conclusion of the contract due to gross negligence.

(4) The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects with the following proviso: our duty to inspect is limited to defects which become apparent during our incoming goods inspection under external examination, including the delivery documents, and during our quality control by way of random sampling (e.g. transport damage, incorrect and short delivery). If acceptance has been agreed, there is no duty to inspect. In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) shall be deemed prompt and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.

(5) Subsequent performance also includes removal of the defective Goods and reinstallation, provided that the Goods were installed in another item or attached to another item in accordance with their nature and purpose of use; our statutory claim to reimbursement of corresponding expenses remains unaffected. The Seller shall bear the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that no defect actually existed. Our liability for damages in the event of unjustified requests for rectification of defects remains unaffected; however, we shall only be liable if we recognized or grossly negligently failed to recognize that no defect existed.

(6) Without prejudice to our statutory rights and the provisions in paragraph (5), the following shall apply: if the Seller fails to fulfill his obligation to provide subsequent performance – at our choice by remedying the defect (rectification) or by delivering an item free from defects (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses or an appropriate advance payment from the Seller. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety, or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances without delay, if possible in advance.

(7) Otherwise, in the event of a material defect or defect of title, we are entitled to a reduction in the purchase price or to withdraw from the contract in accordance with statutory provisions. In addition, we are entitled to compensation for damages and reimbursement of expenses in accordance with statutory provisions.

§ 8 Supplier Recourse

(1) We are entitled to our legally determined rights of recourse within a supply chain (supplier recourse pursuant to §§ 478, 445a, 445b, 327 para. 5, 327u BGB) in addition to our claims for defects. In particular, we are entitled to demand from the Seller exactly the type of subsequent performance (rectification or replacement delivery) that we owe our customer in the individual case; our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.

(2) Our claims from supplier recourse shall also apply if the defective Goods have been further processed by us or another entrepreneur, e.g. by incorporation into another product.

§ 9 Producer Liability

(1) If the Seller is responsible for product damage, he shall indemnify us against claims of third parties to the extent that the cause lies within his sphere of control and organization and he himself is liable in the external relationship.

(2) Within the scope of his indemnification obligation, the Seller shall reimburse expenses in accordance with §§ 683, 670 BGB that result from or in connection with a claim by third parties including recall actions carried out by us. We shall inform the Seller – as far as possible and reasonable – about the content and scope of recall measures and give him the opportunity to comment. Further statutory claims remain unaffected.

(3) The Seller shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 10 million per personal injury/property damage.

§ 10 Limitation Periods

(1) The mutual claims of the contracting parties shall become time-barred in accordance with statutory provisions, unless otherwise stipulated below.

(2) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the passing of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem for surrender of goods (§ 438 para. 1 no. 1 BGB) remains unaffected; furthermore, claims arising from defects of title shall not in any case become time-barred as long as the third party can still assert the right against us – in particular in the absence of limitation.

(3) The limitation periods under sales law, including the above extension, apply – to the statutory extent – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (§§ 195, 199 BGB), unless the application of the limitation periods under sales law leads to a longer limitation period in individual cases.

§ 11 Choice of Law and Jurisdiction

(1) These GTC and the contractual relationship between us and the Seller 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.

(2) If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Cologne. The same applies if the Seller is an entrepreneur within the meaning of § 14 BGB. In all cases, however, we are also entitled to bring an action at the place of performance of the delivery obligation pursuant to these GTC or a prior individual agreement or at the Seller’s general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdictions, remain unaffected.

§ 12 Final Provisions

(1) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected.

Status: August 2025

General Terms and Conditions of Sale

§ 1 Scope of Application, Form

(1) These General Terms and Conditions of Purchase (hereinafter "GTC") apply to all business relationships with our business partners and suppliers (hereinafter "Seller"). They apply only if the Seller is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law, or a special fund under public law. The GTC primarily apply to Sellers based in Germany, and abroad only insofar as mandatory statutory provisions of the foreign country do not conflict.

(2) The GTC apply in particular to contracts for the purchase and/or delivery of movable goods ("Goods"). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or, in any case, in the version last communicated to the Seller in text form shall also apply as a framework agreement to similar future contracts, without our having to refer to them again in each individual case. Any conflicting provisions in the Seller’s general terms and conditions are hereby expressly rejected as a precaution.

(3) These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in every case, for example, even if we accept the Seller’s deliveries without reservation with knowledge of the Seller’s general terms and conditions.

(4) Individual agreements made with the Seller in individual cases (including side agreements, supplements, and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Legally relevant declarations and notifications by the Seller in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further proof, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of Contract

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller must point out obvious errors (e.g. spelling and calculation mistakes) and incompleteness in the order, including the order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not concluded.

(2) The Seller is obliged to confirm our order in writing within 7 days or to execute it without reservation, in particular by shipping the Goods (acceptance). Acceptance by delivery, however, shall only be deemed to be acceptance of the contract under our conditions if it takes place without reservation within the deadline. Deviating deliveries and late acceptances shall be deemed a new offer and require our explicit acceptance.

§ 3 Delivery Time and Delay in Delivery

(1) The delivery time specified by us in the order is binding. If the delivery time is not stated in the order and not otherwise agreed, it shall be 7 days from the conclusion of the contract. The Seller is obliged to notify us immediately in writing if he is likely unable to meet agreed delivery times – for whatever reason.

(2) If the Seller fails to perform or does not perform within the agreed delivery time or is in default, our rights shall be determined in accordance with statutory provisions – in particular with regard to withdrawal and damages. Paragraph (3) remains unaffected.

(3) If the Seller is in default, we may – in addition to further statutory claims – demand liquidated damages for our default losses at a rate of 0.25% of the net price per completed calendar day, but not more than 5% of the net price of the delayed Goods in total. We reserve the right to prove that a higher loss has been incurred. The Seller reserves the right to prove that no loss or a substantially lower loss has been incurred.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

(1) Without our prior written consent, the Seller is not entitled to have performance owed by him rendered by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for his services, unless otherwise agreed in individual cases (e.g. limitation to stock).

(2) Delivery shall be made "free domicile" within Germany to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our registered office. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

(3) The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the contents of the delivery (article number and quantity), and our order identifier (date and number). If the delivery note is missing or incomplete, we are not responsible for resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.

(4) The risk of accidental loss and accidental deterioration of the Goods shall pass to us upon handover at the place of performance. Insofar as 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 apply accordingly in the event of acceptance. Handover or acceptance shall be deemed to have taken place if we are in default of acceptance.

(5) The statutory provisions shall apply to our default of acceptance. However, the Seller must also expressly offer us his performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand reimbursement of his additional expenses in accordance with statutory provisions (§ 304 BGB). If the contract concerns an item to be manufactured by the Seller (custom-made item), the Seller is entitled to further rights only if we have undertaken to cooperate and are responsible for the failure to do so.

§ 5 Prices and Payment Terms

(1) The price stated in the order is binding. All prices are inclusive of statutory value added tax unless this is shown separately.

(2) Unless otherwise agreed in the individual case, the price includes all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).

(3) The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment is deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we are not responsible for delays caused by banks involved in the payment process.

(4) We do not owe any maturity interest. The statutory provisions apply to default in payment.

(5) We are entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the Seller arising from incomplete or defective performance.

(6) The Seller has a right of set-off or retention only on account of counterclaims that have been legally established or are undisputed.

§ 6 Confidentiality and Retention of Title

(1) We reserve ownership and copyright in respect of illustrations, plans, drawings, calculations, instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and returned to us after completion of the contract. The documents must be kept confidential from third parties, even after termination of the contract. The obligation to maintain confidentiality lapses only if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets remain unaffected.

(2) The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples, and other objects that we provide to the Seller for production. Such items – as long as they are not processed – must be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.

(3) Processing, mixing, or combining (further processing) of provided items by the Seller shall be carried out for us. The same applies in the event of further processing of the delivered Goods by us, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(4) The transfer of ownership of the Goods to us must take place unconditionally and regardless of payment of the price. If, however, in an individual case we accept an offer from the Seller to transfer ownership conditional on payment of the purchase price, the Seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered Goods. In the ordinary course of business, we remain authorized to resell the Goods even before payment of the purchase price, with advance assignment of the resulting claim (alternatively application of the simple and extended retention of title to resale). In any case, all other forms of retention of title are excluded, in particular the extended retention of title, the retention of title extended to further processing, and the retention of title extended to resale.

§ 7 Defective Delivery

(1) Unless otherwise provided below, the statutory provisions apply to our rights in the event of material defects and defects of title in the Goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Seller.

(2) In accordance with statutory provisions, the Seller shall be liable in particular for ensuring that the Goods have the agreed quality at the time of transfer of risk to us. Those product descriptions that are the subject of the respective contract – in particular by designation or reference in our order – or that have been incorporated into the contract in the same way as these GTC shall in any case be deemed to be an agreement on quality. It makes no difference whether the product description comes from us, from the Seller, or from the manufacturer.

(3) Notwithstanding § 442 para. 1 sentence 2 BGB, we are entitled to claims for defects without restriction even if we were unaware of the defect at the time of conclusion of the contract due to gross negligence.

(4) The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects with the following proviso: our duty to inspect is limited to defects which become apparent during our incoming goods inspection under external examination, including the delivery documents, and during our quality control by way of random sampling (e.g. transport damage, incorrect and short delivery). If acceptance has been agreed, there is no duty to inspect. In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) shall be deemed prompt and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.

(5) Subsequent performance also includes removal of the defective Goods and reinstallation, provided that the Goods were installed in another item or attached to another item in accordance with their nature and purpose of use; our statutory claim to reimbursement of corresponding expenses remains unaffected. The Seller shall bear the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that no defect actually existed. Our liability for damages in the event of unjustified requests for rectification of defects remains unaffected; however, we shall only be liable if we recognized or grossly negligently failed to recognize that no defect existed.

(6) Without prejudice to our statutory rights and the provisions in paragraph (5), the following shall apply: if the Seller fails to fulfill his obligation to provide subsequent performance – at our choice by remedying the defect (rectification) or by delivering an item free from defects (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses or an appropriate advance payment from the Seller. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety, or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances without delay, if possible in advance.

(7) Otherwise, in the event of a material defect or defect of title, we are entitled to a reduction in the purchase price or to withdraw from the contract in accordance with statutory provisions. In addition, we are entitled to compensation for damages and reimbursement of expenses in accordance with statutory provisions.

§ 8 Supplier Recourse

(1) We are entitled to our legally determined rights of recourse within a supply chain (supplier recourse pursuant to §§ 478, 445a, 445b, 327 para. 5, 327u BGB) in addition to our claims for defects. In particular, we are entitled to demand from the Seller exactly the type of subsequent performance (rectification or replacement delivery) that we owe our customer in the individual case; our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.

(2) Our claims from supplier recourse shall also apply if the defective Goods have been further processed by us or another entrepreneur, e.g. by incorporation into another product.

§ 9 Producer Liability

(1) If the Seller is responsible for product damage, he shall indemnify us against claims of third parties to the extent that the cause lies within his sphere of control and organization and he himself is liable in the external relationship.

(2) Within the scope of his indemnification obligation, the Seller shall reimburse expenses in accordance with §§ 683, 670 BGB that result from or in connection with a claim by third parties including recall actions carried out by us. We shall inform the Seller – as far as possible and reasonable – about the content and scope of recall measures and give him the opportunity to comment. Further statutory claims remain unaffected.

(3) The Seller shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 10 million per personal injury/property damage.

§ 10 Limitation Periods

(1) The mutual claims of the contracting parties shall become time-barred in accordance with statutory provisions, unless otherwise stipulated below.

(2) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the passing of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem for surrender of goods (§ 438 para. 1 no. 1 BGB) remains unaffected; furthermore, claims arising from defects of title shall not in any case become time-barred as long as the third party can still assert the right against us – in particular in the absence of limitation.

(3) The limitation periods under sales law, including the above extension, apply – to the statutory extent – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (§§ 195, 199 BGB), unless the application of the limitation periods under sales law leads to a longer limitation period in individual cases.

§ 11 Choice of Law and Jurisdiction

(1) These GTC and the contractual relationship between us and the Seller 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.

(2) If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Cologne. The same applies if the Seller is an entrepreneur within the meaning of § 14 BGB. In all cases, however, we are also entitled to bring an action at the place of performance of the delivery obligation pursuant to these GTC or a prior individual agreement or at the Seller’s general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdictions, remain unaffected.

§ 12 Final Provisions

(1) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected.

Status: August 2025

General Terms and Conditions of Sale

§ 1 Scope, Form

(1) These General Terms and Conditions of Sale (AVB) apply to all our business relationships with our customers (“Buyer”). The AVB apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law. Our AVB apply worldwide.

(2) The AVB apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”). Unless otherwise agreed, the AVB in the version valid at the time of the Buyer’s order, or at least the version last communicated to him in text form, shall also apply as a framework agreement for similar future contracts, without the need for us to refer to them again in each individual case.

(3) Our AVB apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if we have expressly agreed to their validity. This requirement of consent applies in every case, for example even if we execute delivery to the Buyer unconditionally in knowledge of the Buyer’s general terms and conditions. Any provisions in the Buyer’s general terms and conditions to the contrary are hereby expressly objected to as a precaution.

(4) Individually agreed arrangements with the Buyer (including side agreements, supplements, and amendments) shall in any case take precedence over these AVB. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting deadlines, notices of defects, withdrawal, or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, particularly in cases of doubt as to the legitimacy of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these AVB.

§ 2 Conclusion of Contract

(1) Our offers are subject to change and non-binding.

(2) If the Buyer’s inquiry concerns standard goods, the following applies: By placing the order, the Buyer makes a binding contractual offer (§ 145 BGB). The contract is concluded if we accept this offer within 14 days of receipt either in writing (e.g. by order confirmation) or by delivering the goods.

(3) If the Buyer’s inquiry concerns goods manufactured individually according to his specifications, the following applies:
a) The submission of a sketch or other technical documents by the Buyer does not yet constitute a contractual offer but serves solely for the preparation of an individual offer by us. Based on the information provided by the Buyer, we will prepare a binding offer, which we are bound to – unless otherwise stated – for a period of 14 days after receipt by the Buyer. The contract is only concluded upon timely acceptance of our offer by the Buyer.
b) The Buyer is responsible for the correctness and completeness of the sketches, specifications, or other technical documents provided by him. We are not obliged to check them for accuracy or suitability for the Buyer’s intended purpose. Errors resulting therefrom shall be borne by the Buyer.

(4) Ownership and copyrights to the offers, drawings, calculations, and other documents prepared by us remain reserved; they may not be made accessible to third parties without our consent.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately two weeks from conclusion of the contract. Delivery periods are generally non-binding unless the delivery period has been expressly agreed as binding in writing.

(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of performance), we shall inform the Buyer without delay and at the same time provide the expected new delivery deadline. If performance is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already provided by the Buyer. Non-availability of performance within this meaning particularly includes the failure of timely self-supply by our supplier, provided we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure in the individual case.

(3) Events of force majeure (e.g. natural disasters, pandemics, labor disputes, official measures, disruptions in the supply chain) release us from the delivery obligation for the duration and to the extent of their effects. If the impediment to performance lasts longer than three months, both parties are entitled to withdraw from the contract.

(4) The occurrence of our delay in delivery is determined in accordance with the statutory provisions. In any case, a reminder by the Buyer is required. If we are in default of delivery, the Buyer may claim liquidated damages for the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not more than a total of 5% of the delivery value of the delayed goods. We reserve the right to prove that the Buyer has suffered no damage or significantly less damage than the above lump sum.

(5) The Buyer’s rights under § 8 of these AVB 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 ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the Buyer’s request and expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular the transport company, route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of a sale by dispatch, however, the risk passes to the Buyer upon delivery of the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. Handover is deemed to have occurred if the Buyer is in default of acceptance.

(3) For goods manufactured individually according to the Buyer’s specifications, formal acceptance by the Buyer shall take place insofar as customary according to the nature of the goods. Acceptance shall be deemed to have occurred at the latest when the Buyer puts the goods into use or does not raise an objection within 5 working days after delivery.

(4) If the Buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the Buyer, we are entitled to claim compensation for the damage caused, including additional expenses (e.g. storage costs). For this purpose, we charge a lump-sum compensation of 0.25% of the net price (delivery value) per calendar day of delay, but not more than a total of 5% of the delivery value or 10% in the event of final non-acceptance, starting from the delivery period or – in the absence of a delivery period – from notification of readiness for dispatch.

(5) Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be offset against further monetary claims. The Buyer is permitted to prove that no damage or significantly less damage has occurred.

§ 5 Prices and Payment Terms

(1) All prices in our offers or elsewhere are in Euro and apply ex warehouse, plus statutory VAT, if applicable.

(2) We are entitled to adjust agreed prices reasonably if after conclusion of the contract our material or energy costs increase significantly and we are not responsible for this. A price adjustment must be proven to the Buyer on request.

(3) In the case of a shipment purchase (§ 4 (1) sentence 2), the Buyer bears the actually incurred transport costs from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.

(4) The purchase price is due upon receipt of the invoice and delivery of the goods. We are, however, at any time entitled, even in the context of an ongoing business relationship, to carry out a delivery wholly or partly only against advance payment. A corresponding reservation is declared at the latest with the order confirmation.

(5) Upon expiry of the above payment deadline, the Buyer is in default. During the default, the purchase price shall accrue interest at the applicable statutory default interest rate. We reserve the right to claim further default damages. For merchants, our claim to commercial interest (§ 353 HGB) remains unaffected.

(6) The Buyer may only offset or retain claims to the extent that his claim has been legally established or is undisputed; contrary regulations in the Buyer's general terms and conditions are expressly rejected. The Buyer's counterclaims pursuant to § 7 (6) sentence 2 of these GTC remain unaffected.

(7) If it becomes apparent after conclusion of the contract (e.g. by filing for insolvency) that our claim to the purchase price is endangered due to the Buyer's lack of performance ability, we are entitled under statutory provisions to refuse performance and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB); the statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 6 Retention of Title

(1) Until full payment of all our current and future claims from the purchase contract and an ongoing business relationship (secured claims), we retain ownership of the sold goods.

(2) Goods under retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The Buyer must immediately notify us in writing if an application for opening of insolvency proceedings is filed or if third parties (e.g. seizures) access the goods belonging to us.

(3) In the event of a breach of contract by the Buyer, in particular non-payment of the due purchase price, we are entitled to withdraw from the contract or demand the return of the goods based on the retention of title. Demanding the return does not simultaneously constitute a declaration of withdrawal; we are rather entitled only to demand the return of the goods and reserve the right of withdrawal. If the Buyer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully set a reasonable period for payment or such a period is legally dispensable.

(4) The Buyer is obliged to treat the purchased item with care; in particular, he must insure it at his own expense against fire, water, and theft damages at replacement value. If maintenance and inspection work is required, the Buyer must carry it out in a timely manner at his own expense.

(5) The Buyer is entitled, until revocation as described below (b), to resell or process the goods under retention of title in the ordinary course of business. In this case, the following provisions apply additionally:
a) The claims arising from the resale of the goods or the product are already assigned to us in full or to the extent of our possible co-ownership share according to the above paragraph as security. We accept the assignment. The obligations of the Buyer mentioned in paragraph 2 also apply regarding the assigned claims.
b) The Buyer is authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets his payment obligations to us, no deterioration of his performance ability exists, and we do not assert the retention of title by exercising a right under paragraph 3. If this is the case, we may demand that the Buyer provides us with the assigned claims and their debtors, provides all necessary information for collection, hands over the corresponding documents, and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the Buyer's authorization to further sell and process the goods under retention of title.
c) If the goods under retention of title are processed with other items, we acquire co-ownership of the new item in proportion to the invoice value of our goods to the value of the other processed items.

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

§ 7 Buyer’s Claims for Defects

(1) The Buyer's rights in the case of material and legal defects (including incorrect and short delivery) are governed by statutory provisions unless otherwise stipulated below. In all cases, statutory special provisions for end delivery of unprocessed goods to a consumer remain unaffected, even if the consumer further processes them (supplier recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods were further processed by the Buyer or another entrepreneur (e.g., by installation in another product).

(2) Basis of our liability for defects is primarily the agreement on the quality of the goods. Product descriptions forming the subject of the individual contract are considered an agreement on quality. For goods manufactured according to customer specifications, a defect does not exist merely because they are not suitable for the intended use specified by the Buyer, if this intended use was not expressly communicated in writing and confirmed by us.

(3) If the quality has not been agreed, it shall be assessed according to statutory provisions whether a defect exists (§ 434 (1) sentences 2 and 3 BGB). For public statements by the manufacturer or third parties (e.g., advertising statements) which the Buyer did not point out to us as decisive for his purchase, we assume no liability.

(4) We are generally not liable for defects known to the Buyer at the time of conclusion of the contract or grossly negligently unknown (§ 442 BGB). Furthermore, the Buyer's defect claims require that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). For goods intended for installation or further processing, an inspection must be carried out immediately before processing. If a defect becomes apparent upon delivery, inspection, or at any later time, it must be notified to us in writing immediately. Obvious defects must be notified within 5 working days of delivery, and defects not detectable during inspection within the same period from discovery. If the Buyer fails to properly inspect and/or notify defects, our liability for the defect not notified or not timely or properly notified is excluded according to statutory provisions.

(5) If the delivered item is defective, we may initially choose whether to fulfill the contract by remedying the defect (supplementary performance) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary performance under statutory conditions remains unaffected.

(6) We are entitled to make the owed supplementary performance dependent on the Buyer paying the due purchase price. The Buyer, however, is entitled to withhold a part of the purchase price proportionate to the defect.

(7) The Buyer must give us the necessary time and opportunity for the owed supplementary performance, in particular to hand over the complained goods for examination. In the case of replacement delivery, the Buyer must return the defective item according to statutory provisions; § 5 (6) applies accordingly.

(8) The costs necessary for examination and supplementary performance, in particular transport, travel, labor, and material costs, are borne or reimbursed by us according to statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for costs arising from unjustified claims (in particular examination and transport costs), unless the absence of a defect was not recognizable to the Buyer.

(9) If supplementary performance fails or an appropriate period set by the Buyer for supplementary performance expires unsuccessfully or is dispensable according to statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. For an insignificant defect, however, there is no right of withdrawal.

(10) Claims of the Buyer for damages or reimbursement of futile expenses also exist for defects only according to § 8 and are otherwise excluded.

§ 8 Other Liability

(1) Unless otherwise stated in these GTC including the following provisions, we are liable for breach of contractual and non-contractual obligations according to statutory provisions.

(2) We are liable for damages – regardless of legal grounds – within the scope of fault liability for intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory liability limitations (e.g., care in own affairs; insignificant breach of duty), only
a) for damages from injury to life, body, or health,
b) for damages from breach of an essential contractual obligation (obligation whose fulfillment enables proper execution of the contract and on which the contracting party regularly relies); in this case, our liability is limited to compensation for the foreseeable, typically occurring damage.

(3) The liability limitations from (2) also apply to third parties and for breaches by persons (also for their benefit) whose fault we are responsible for according to statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed, and for claims of the Buyer under the Product Liability Act.

(4) For a breach of duty that does not consist of a defect, the Buyer may only withdraw or terminate if we are responsible for the breach. Otherwise, statutory requirements and legal consequences apply.

§ 9 Limitation

(1) Deviating from § 438 (1) No. 3 BGB, the general limitation period for claims from material and legal defects is one year from delivery.

(2) The above limitation periods of purchase law also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would lead to a shorter limitation in individual cases. Claims of the Buyer under § 8 (2) sentences 1 and 2 (a) and under the Product Liability Act expire exclusively according to the statutory limitation periods.

§ 10 Custom-Made Goods

If the contract concerns individually manufactured goods, withdrawal or cancellation after acceptance of our offer is generally excluded. In the event of a cancellation nonetheless declared, we are entitled to claim the agreed remuneration minus saved expenses.

§ 11 Choice of Law and Jurisdiction

(1) These GTC and the contractual relationship between us and the Buyer are subject to the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Sales Convention.

(2) If the Buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a public special fund, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our business location in Kiel, Germany. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, we are also entitled in all cases to file a lawsuit at the place of performance of the delivery obligation according to these GTC or a prior individual agreement, or at the general place of jurisdiction of the Buyer. Mandatory statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

Stand: August 2025