§1 Scope of application

(1) The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. They shall therefore also apply to future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon final acceptance of the goods or services. Counter-confirmations of the buyer with reference to his terms and conditions of business or purchase are hereby rejected.

(2) Deviations from these terms and conditions are only effective if the seller confirms them in writing.

§2 Conclusion of contract

(1) The Seller's offers are subject to change and non-binding. Declarations of acceptance and all orders require the written or telex confirmation of the Seller to be legally effective. Dispatch of the goods with delivery note shall also be deemed written confirmation.

(2) Sales employees of the Seller are not authorised to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written agreement.

§3 Prices

(1) Unless otherwise agreed, the prices are ex warehouse of the seller plus the respective statutory value added tax.

(2) Freight and any packaging costs shall be borne by the Buyer.

§4 Delivery and performance period

(1) All delivery dates or deadlines specified by the Seller are non-binding. They shall only be binding if they have been expressly agreed in writing as a ‘firm deal’ or ‘binding delivery date’.

(2) Delivery by the Seller is subject to self-supply. The Seller shall notify the Buyer without delay if he himself is not supplied or not supplied on time. If the Seller is not supplied by its own suppliers, the contract shall be deemed not to have been concluded. The Seller expressly assumes no procurement risk.

(3) The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Seller - this includes in particular strikes, lockouts, official orders, etc., even if they occur at the Seller's suppliers - even in the case of bindingly agreed deadlines and dates. They shall entitle the Seller to postpone the delivery for the duration of the hindrance plus a reasonable period of time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

(4) If the impediment to performance lasts longer than three months, the Buyer shall be entitled to withdraw from the contract with regard to the parts not yet fulfilled after expiry of a grace period of at least four weeks to be set by the Buyer.

(5) The Seller shall be entitled to make partial deliveries and render partial services.

(6) The minimum order quantity is € 25 net value of goods per delivery. Smaller orders will be processed with an additional pro rata surcharge of € 25 for small quantities.

§5 Transfer of risk

(1) If shipment of the ordered goods is necessary, this shall be carried out from the Seller's registered office at the Buyer's expense and risk. In the absence of a special agreement, the Seller shall be free to choose the carrier and the means of transport.

(2) The risk of performance shall pass to the Buyer as soon as the consignment has been handed over by the Seller to the persons carrying out the transport. This shall also apply if carriage paid delivery has been agreed. If dispatch becomes impossible through no fault of the Seller or if it is delayed due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer upon notification of readiness for dispatch. The costs arising from a delay (in particular storage charges) shall be borne by the Buyer.

§6 Warranty

(1) The Buyer is obliged to inspect the delivered goods for obvious defects immediately after delivery and to notify the Seller of any defects in writing without delay, but at the latest within a period of one week from delivery. Obvious defects that are reported after this period has expired will not be taken into account by the seller and are excluded from the warranty.

(2) Notices of defects made to the Seller's field staff, carriers or other third parties do not constitute complaints in due form and time and do not have to be considered by the Seller.

(3) Non-obvious defects that only become apparent later must be reported to the seller immediately.

(4) In the event of a defect, the goods may only be returned to the Seller with the Seller's prior consent. Goods returned without this consent need not be accepted by the Seller. In this case, the Buyer shall bear the costs of the return shipment.

(5) In the event that subsequent fulfilment in the form of a new delivery takes place due to a justified notice of defect, the provisions on the delivery period shall apply accordingly. The Seller shall be granted a period of at least four weeks to remedy the defect by rectification.

(6) If the goods are defective, the Buyer shall initially have the right to demand subsequent fulfilment from the Seller. The seller has the right to choose, at his own discretion, to deliver a new item or to remedy the defect. In addition, if an attempt at subsequent fulfilment fails, the seller has the right to carry out a new subsequent fulfilment, again at its own discretion in terms of type and manner and within a reasonable period of time. The buyer is only entitled to withdraw from the contract or to reduce the purchase price if the new subsequent fulfilment also fails.

(7) The Buyer may only demand compensation for damages or reimbursement of futile expenses in cases of wilful or grossly negligent breach of the obligation to deliver defect-free goods. He must prove the reason and amount of the damage incurred as well as the futile expenses

(8) The warranty period for new items is two years from delivery. In any case, the buyer must prove that the defect already existed at the time of delivery.

(9) Wear parts and spare parts ordered by the Buyer are excluded from the warranty.

(10) Notwithstanding the provisions on warranty and other special provisions contained in these Terms and Conditions, the following shall apply in the event of a breach of duty by the Seller: The Buyer shall grant the Seller a reasonable period of grace to remedy the breach of duty, which shall not be less than four weeks. Only after the unsuccessful expiry of the period for subsequent fulfilment may the buyer withdraw from the contract and/or demand compensation. The Buyer may only claim damages in cases of wilful or grossly negligent breach of duty by the Seller. The claim for payment of damages instead of performance in the event of non-fulfilment in accordance with § 280 Para. 3 in conjunction with § 281 BGB and the claim for compensation for damage caused by delay in accordance with § 280 Para. 2 in conjunction with § 286 BGB are limited to the negative interest, damages for non-performance or non-performance as owed in accordance with § 282 BGB are limited to the amount of the purchase price. In the event of impossibility, a claim for payment of damages in lieu of performance is excluded.

§7 Retention of title

(1) The delivered goods shall remain the property of the Seller until fulfilment of all claims of the Seller (including all current account balance claims) to which the Seller is entitled against the Buyer now or in the future.

(2) The buyer is authorised to process and sell the goods subject to retention of title in the ordinary course of business as long as he is not in default of payment. The granting of rights in favour of third parties or the transfer of rights to third parties to the delivered goods is not permitted.

(3) In the event of resale, the Buyer hereby assigns to the Seller the claims arising from the resale and other claims against its customers with all ancillary rights. He authorises the seller to collect the claims assigned to him in his own name until all the seller's claims have been settled.

(4) The Buyer is obliged to notify the Seller immediately of any access by third parties to the reserved goods.

(5) If the value of the securities to which the Seller is entitled on the basis of these agreements exceeds the value of the claims and the Seller by more than 20%, the Buyer shall be entitled to demand the release of securities from the Seller in the corresponding amount. The release is subject to the Seller's free choice.

§8 Payment

(1) Unless otherwise agreed, invoices of the Seller shall be due and payable within 8 days of invoicing and without deduction. Default shall occur at the latest if payment is not made within 30 days of receipt and due date of the invoice. This shall be without prejudice to statutory provisions under which default occurs earlier.

(2) The Seller is entitled to offset payments by the Buyer first against older liabilities of the Buyer. Insofar as interest and costs have already been incurred, incoming payments shall first be offset against the costs, then against the interest and finally against the principal claims. The seller shall inform the buyer immediately of any offsetting.

(3) If the Buyer is in default, the Seller shall be entitled to charge interest at a rate of 8% above the respective base interest rate of the Deutsche Bundesbank or the otherwise applicable federal regulations from the time of default.

(4) If the Seller becomes aware of circumstances that call into question the creditworthiness of the Buyer, the Seller shall be entitled to declare the entire outstanding debt due immediately. This shall also apply in the event that he has previously accepted bills of exchange or cheques in ignorance of this situation. Furthermore, the seller may demand cash payment for all outstanding deliveries before delivery of the goods, with the cancellation of the term of payment.

(5) The Buyer shall only be entitled to set-off, retention or reduction if the counterclaims asserted are undisputed or have been recognised by declaratory judgement.

§9 Returns

(1) The return of faultless goods must be agreed in advance. In this case, the buyer is obliged to reimburse 15% of the delivery value to the seller as lump-sum compensation

(2) The return of goods for repair must be free of infectious, radioactive, technical and chemical risks. A corresponding confirmation must be enclosed with the consignment. In the absence of such confirmation, the seller may refuse to accept the goods or charge the sender for the costs incurred for decontamination.

§10 Others

(1) These Terms and Conditions and all legal relationships between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(2) If the purchaser is a merchant within the meaning of the German Commercial Code or a legal entity under public law or a special fund under public law, Osnabrück shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

(3) Should a provision of these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of the other provisions or agreements. The invalid provision shall be replaced by way of interpretation by a provision that comes as close as possible to the meaning and content of the invalid provision and the economic purpose pursued by the parties.