GENERAL TERMS AND CONDITIONS


I. Delivery Conditions

1.

Every order (offer) may be rejected by the seller without stating reasons.


2.
General terms and conditions of the buyer that do not align with these general terms and conditions are considered waived.


3.
Prices are quoted as net prices in euros, unless another currency is agreed upon, and are subject to change. If the seller's costs, in particular wages and material costs, energy and transport costs, as well as taxes, duties, and other charges demonstrably increase after the conclusion of the contract and up to the day of delivery, a corresponding price increase is permissible.


4. Packaging is free of charge.


5.
Shipping is at the buyer's risk. Shipment is made without liability for the cheapest shipping method. Partial deliveries are permitted.


6.
The seller is allowed a subsequent delivery period of 18 days.


7.
Force majeure or governmental actions entitle the seller to extend delivery and acceptance periods by the duration of the hindrance, without liability for damages.


8.
Complaints about visible defects, quantity discrepancies, or the goods themselves must be submitted to the seller in writing within 8 days of receipt, including justification. Commercially customary deviations do not entitle the buyer to make a complaint. Complained goods may only be returned with prior written approval by the seller. Sales representatives or agents are not authorized to receive notices of defects or similar declarations.


9.
a)

The seller is liable for damages—regardless of legal basis—only in cases of intent or gross negligence.

b)
The seller is not liable for indirect damages, in particular loss of profit or claims from third parties.

c) Any potential claims for damages are limited to damages that could reasonably have been foreseen at the time of contract based on the circumstances known to the seller.

d) Claims for damages are subject to statutory limitation periods, but at the latest expire one year after delivery to the buyer.


10. a)
Delivered goods remain the property of the seller until all current and future claims of the seller against the buyer have been fully paid.

b)
The buyer must store the goods subject to retention of title with commercial care on behalf of the seller and insure them adequately at the buyer’s expense against fire, water, theft, and liability risks. The buyer hereby assigns claims arising from such insurance contracts to the seller.

c)
The buyer is entitled to resell the goods in the ordinary course of business. Pledging or transfer by way of security is not permitted. The buyer must notify the seller immediately in writing of any enforcement measures or other third-party interventions regarding the goods subject to retention of title. Costs arising from the protection of the seller’s rights shall be borne by the buyer if not reimbursed by third parties.

d)
Claims arising from resale of goods subject to retention of title are hereby assigned by the buyer to the seller as security until full payment of all claims. The buyer is revocably authorized to collect these claims.

e)
If the value of existing securities exceeds the seller’s due claims by more than 20%, the seller shall, upon the buyer’s request, release corresponding securities at the seller’s discretion.

f)
The repossession or seizure of goods subject to retention of title by the seller shall not constitute a withdrawal from the contract unless the German Installment Purchase Act applies. The seller is entitled to realize the goods and offset the proceeds against outstanding claims.



II. Payment Conditions

1.
Payments must be made only to the seller in euros via cash, cheque, bank, or postal transfer. Cheques are only considered payment once cleared. Collection authorizations have not been issued.

Bills of exchange are only accepted as payment with prior written consent and do not constitute cash payment. Endorsement or extension does not equal fulfillment. Discount and all associated costs are borne by the buyer. Cheques are accepted without obligation for timely presentation. If a bill of exchange is protested, all other bills or claims become immediately due and payable.

Payments must be made net, without any deduction, within 20 days of the invoice date. A 2% discount is granted for payments made within 8 days of the invoice date. In the event of delayed payment, interest on arrears of 5% above the current base rate of the German Bundesbank will be charged without the need for a reminder, unless the buyer proves significantly lower damage.

Offsetting or withholding is only permitted for undisputed or legally established counterclaims.

Deliveries abroad are only made against prepayment or by establishing an irrevocable letter of credit in accordance with the order confirmation.


2.
Valuations that alter the due date are not permitted without the seller’s approval.


3.
If the buyer fails to meet contractual obligations, including preliminary orders, the seller may suspend further services in whole or in part and demand immediate cash payment or provision of securities. If the buyer's financial situation significantly deteriorates, the seller may perform further services only against prepayment or securities.


4.
Place of performance for delivery and payment, including cheques and bills of exchange: Munich


5.
Where legally permissible under § 38 of the German Code of Civil Procedure (ZPO), the exclusive place of jurisdiction for all disputes arising from or in connection with the customer’s order shall be the District Court Munich II. Notwithstanding this, the seller remains entitled to take legal action at the buyer's general place of jurisdiction.


6.
Changes or additions to these terms and any confirmed orders must be in writing. The requirement of written form can only be waived by a written agreement between the parties. This agreement is governed exclusively by the law of the Federal Republic of Germany. The Hague Uniform Sales Laws are excluded.


7.
If any provision of these terms is or becomes invalid, the remaining provisions shall remain binding. Invalid provisions shall be replaced by valid ones that come as close as possible to the intended economic purpose.